It Begins
by Scarlet
Summary: I really loved the 2002 Spider-Man movie, and while the official film novelization isn't bad, I thought it was a little lacking in some areas and didn't follow what we saw onscreen closely enough. (In two parts by request)
1. With Great Power

_I really loved the 2002 __Spider-Man_ movie, and while the official film novelization isn't bad, I thought it was a little lacking in some areas and didn't follow what we saw onscreen closely enough. So, without further ado, I present...

  


It Begins...

A Narrative Of The _Spider-Man_ Movie By Scarlet

  
  


_Who am I?_

_You _**_sure_**_ you want to know?_

_The story of my life is not for the faint of heart._

_If somebody said it was a happy little tale, if somebody told you I was just an average, ordinary guy without a care in the world...somebody lied._

_But let me assure you. This story, like any other story worth telling, is all about a girl._

_That girl. The redhead with the chiseled dimples and the sapphire blue eyes and the smile that can light up a room. Mary Jane Watson, the girl next door. The girl I've loved since even before I knew I liked girls._

_I'd like to tell you the muscle-bound goombah sitting next to her and hanging all over her is me._

_Heck, I'd even take the fat kid stuffing a jelly doughnut into his mouth on the bus in front of her. But that's not me._

_Now, that short, skinny geek running down the street, chasing the bus, banging on it and shouting for it to stop? That's me._

* * *

Everyone on the bright yellow Queens School District school bus was laughing. It always happened this way. Peter Parker, world class science nerd, king of the geeks, had the world's worst sense of timing. He'd get caught up in some book or some experiment or something at home and miss the bus, practically every day. It was so typical that even the bus driver was in on the joke, waiting a little longer each day to stop the bus and let him on, trying to see how far he could make the skinny little twerp run before he collapsed from exhaustion.

Everyone was laughing except for Mary Jane Watson. Poor kid lived right next door to her, and he was just so pathetic that she hated to see him suffer like that. "Will you stop the bus?" she called out, heading for the front to speak to the driver. "He's been chasing us since Woodhaven Boulevard!"

The driver sighed, then applied the brakes.

Everyone groaned.

MJ returned to her seat.

Peter stopped for a second to catch his breath, then climbed onto the bus. "Sorry about that," he offered in a slightly whiny tone, "I just got caught up..."

And that was when the first spitball hit him.

Peter grimaced. Jeez, would it never end? This crap had been going on since he started elementary school, and here he was just two weeks from graduating high school. Yeah, he knew he made a natural target--heck, who doesn't feel like heckling the nerd with the Coke bottle glasses and the goofy grin and the squeaky voice who looks like puberty bypassed him completely?--but this whole routine was getting old. _Just two more weeks,_ he reminded himself, then started down the aisle to find a seat as the bus moved on. He moved toward a geek girl sitting alone.

She shoved her books onto the seat and covered them protectively. "Don't even think about it."

Peter sighed, then moved on.

There were plenty of seats, but no one willing to share them. Every face he looked at said "No way" or "You're pathetic, Parker".

Every face, that is, except MJ's. Hers was looking away, but stealing a coy glance at him, even as her boyfriend Flash Thompson hovered over her.

Those glances made Peter's whole life better. He smiled.

And at that moment, he tripped over an outstretched foot and fell face-first to the floor of the bus.

Everyone laughed.

Everyone except MJ, but Peter couldn't see that. He couldn't see anything, really. His glasses had gone flying during the fall, and he was practically blind without them. Heck, he couldn't see much better _with_ them, but they were better than nothing.

And at this point, lying on the floor was better than nothing, too.

* * *

"Midtown High School seniors," the teacher was telling his charges as they approached Columbia University's science building, "let us remember we are privileged guests here at Columbia University. Let us not have a repeat..."

Of course, the students weren't listening. They were chatting, mocking, even throwing hacky sacks around.

The teacher snared one out of the air. "Knock it off," he ordered sharply. "Let us not have a repeat of that little incident at the planetarium..."

Peter wasn't paying much attention, either. He was busy checking his prized possession, the Konica 35mm camera that his uncle had given him for Christmas, to make sure it had survived his fall to the floor of the bus intact. So far, it looked like it had. He checked the film to make sure it was advancing properly when he snapped the shutter, then fastened on a lens and caught up with his class.

MJ, at the back of the group, looked behind her.

Peter saw her looking at him and offered a slight smile.

MJ smiled back.

Wow, this was his lucky day. Peter smiled broader.

MJ waved.

Peter waved back...just as her two popular friends breezed past him and caught up to the group.

MJ was so excited to see them and went off with them, gossiping and giggling the entire way.

Peter felt like such a freak. This day was going to suck. He headed up the stairs, passing the huge black Rolls-Royce that had pulled up to the front steps.

* * *

"Charles," the teen in the back seat said, "can we pull around the corner?"

Dr. Norman Osborn looked over at his son. "Why? The entrance is right there."

Harry Osborn, the spitting image of his father with chestnut-red hair and a James Dean-esque face, groaned. "Dad, these are public school kids. I'm not gonna show up for the field trip in the Rolls."

Norman was offended. Nothing he ever did was good enough for his son. "What, you want me to trade in my car for a Jetta just because you flunked out of every private school I ever put you in?"

Harry groaned again. His father was right, but he hated the criticism. Nothing he ever did was good enough for his father. "It's not for me..."

"Of course it is. Don't ever be ashamed of who you are."

"I'm not. But..."

Norman glared at his son. "But what, Harry?"

Harry couldn't answer. He just fired off a frustrated "Forget it..." and got out of the car.

Norman sighed. _Teens. Think they know everything._

* * *

_Thank God for a friendly face,_ Harry thought after spending his morning riding in that car with good old Stormin' Norman. "Pete!" he called out.

Peter turned around. _Thank God for a friendly face._ "Hey, Harry," he greeted in reply.

The two friends started up the stairs together.

"Harry!" Norman called from behind.

Peter turned around. Harry would have preferred he didn't.

Norman was holding up Harry's backpack. "Won't you be needing these?"

Harry sighed. Great, now he'd been embarrassed in front of his best friend. His only friend, really. He accepted the bag. "Thanks." Then, he realized he needed to at least pretend politeness. "Uh, Peter, may I introduce my father, Dr. Norman Osborn."

Peter didn't need the introduction. Norman Osborn was a pioneer in the biotechnology industry, and Peter had read everything the man had ever written. He eagerly extended his right hand. "Great honor to meet you, sir."

"Ah, so you're Peter," Norman replied. _The boy without whom Harry would have flunked out of yet another school..._"I've heard so much about you. Harry tells me you're quite the science whiz." _Unlike my son..._"I'm something of a scientist myself."

"I read all your work on nanotechnology," Peter interjected. "Really brilliant."

Norman raised an eyebrow. "And you understood it?"

"Yes, sir. I wrote a paper on it."

Norman smiled. _Now _**_this_**_ is a fine boy. Not like that ingrate he hangs around with._ "Impressive. Your parents must be very proud."

"I live with my aunt and uncle," Peter corrected. It was easier than saying _my parents are dead_, which was what he thought of every time someone asked about his parents. Almost fourteen years later, their deaths were still a raw sore in Peter's soul. "And they are proud."

"Come on, you two!" the teacher shouted to his two laggers.

Peter and Norman shook hands again. "Nice to meet you, sir," Peter said.

Norman smiled. "Maybe we'll meet again."

The two generations parted company.

"He doesn't seem so bad," Peter scoffed. The way Harry always described him, Peter would have thought he was a monster.

"Yeah, if you're a genius," Harry grumbled. "I think he wants to adopt you."

Peter rolled his eyes, and the two of them hurried to catch up with their class.

* * *

"This is the largest controlled experiment on the genetics of spiders in the world," the young Oriental female tour guide told Midtown's class as they crossed through the public display area of the laboratory. "Genus Araneae. There are over 32,000 species of spider in the world."

Peter was in awe. "Wow," he whispered to Harry, gesturing at the huge computer-like device in the middle of the room. "Did you know this is the most powerful electron microscope on the Eastern Seaboard?"

Harry rolled his eyes. "Whoopie."

MJ was trying to listen to the lecture, but Flash Thompson kept trying to nuzzle her neck. "Cut it out," she whispered, moving slightly ahead of him.

Peter watched this exchange with interest. MJ deserved so much better than that ham-handed jock. But she was unattainable, and all he could do was watch.

"This is the Delana spider," the guide continued, pointing out a glass tank in front of them. "It has the capability of jumping distances many times its size in order to capture its prey."

The spider obliged by leaping a distance of more than six inches across a piece of wood in its tank, as if on cue.

Peter was impressed. Spiders were cool. He held up his camera. "For the school paper?" he asked.

The guide nodded.

Peter carefully focused in on the beautiful brown spider, now sitting crouched in a corner of the terrarium.

Flash nudged him from behind just as he pushed the shutter.

The picture was wildly off-line. Peter looked behind him, annoyed.

Flash and his pals laughed, and the group moved on.

"This is the Netweb spider," the guide continued as they reached another cage, where another spider had four crickets wrapped in a web cocoon that it was dragging upward. "Capable of spinning a funnel-shaped web whose strands are so strong that they have a tensile strength proportionate to the same cable used in bridge construction."

Now _that_ was cool. Peter focused in again.

And again, Flash and his pals nudged him from behind.

"Cut it out," Harry hissed.

"Or what?" Flash's crony Kyle replied.

"Or his father will fire your father," Flash mocked.

The jocks laughed at the poor geek and the rich nerd.

Harry seethed.

Flash smacked him on the shoulder. "Hey, what's Daddy going to do, Osborn? Huh? Sue me?"

"What is going on here?" the teacher said, extremely annoyed.

All the boys quickly quieted.

The teacher glared at them. "The next person who talks will fail this course. I kid you not. Now, keep up."

Flash and his pals gave both Harry and Peter angry looks, then caught up with the group.

Peter looked at Harry. "Those guys are jerks."

Harry nodded his agreement.

The guide was showing them the crab spider, whose synapses and nervous system conduction was so fast in identifying threats to its environment that some scientists thought it bordered on precognition--what did she call it, spider-sense?--but Peter wasn't paying attention. He was looking at other displays, absolutely fascinated.

So was Harry, but not with the same intrigue. "Gross-looking thing, isn't it?" he said, indicating a greyish spider in a huge funnel web.

Peter loved it. "Some spiders can change their color to blend in with their surroundings. It's a defense mechanism."

Harry rolled his eyes. "Peter, I cannot even fathom why you would think I would want to know that."

Peter was offended. "Who wouldn't?"

They finally caught up with the group again as the guide was showing them the university program's grandest experiment, three rows of five glass cases each full of spiders and webs. "Through five years of painstaking research and new techniques in genetic breakdown and recombination, we have combined properties from all three of these species of spiders to create these fifteen genetically enhanced super-spiders."

MJ was just fascinated. But she was also confused. Unless she'd flunked math recently--not an altogether impossible proposition--she'd counted the spiders and was only coming up with..."Fourteen."

The guide looked at her. "Excuse me?"

"There's fourteen." MJ pointed to a box on the middle row, filled only with a menacing-looking funnel web. "One's missing."

"Hm-m." The guide looked at the box. "They've probably removed that one for additional study."

* * *

And perhaps they had. Or perhaps they'd tried, and it escaped in the process.

And perhaps it was right overhead, spinning a web near the top of a support pillar.

And perhaps it was hungry. And frustrated. And tired of all the people, all the bright lights, and all the noise.

And perhaps it was slowly lowering itself on a line in search of food.

* * *

No one seemed to care much about the missing spider. Harry, in particular, was more interested in another species. "Hey, look," he whispered to Peter. "She's alone."

Peter followed Harry's gaze...and realized he was right. MJ was alone. Finally. No cool girls, no jocks, no popular kids, no one around her. She was staring intently at the spiders, looking fascinated.

"Go talk to her," Harry dared.

"No way," Peter hissed back. "You go talk to her."

Harry decided to take Peter up on the wide opening he'd given him. He sidled up to MJ.

"Disgusting," MJ said as she watched one of the spiders spin a web around a bug several times its size and haul it up by the line.

"Yeah, I hate the things," Harry agreed.

"I _love_ them," MJ corrected, eyes lighting up as she watched another spider's agility in its cage.

_Oops._ "Yeah, me too."

Peter suppressed a laugh. Harry was so shallow sometimes.

Harry eyed MJ. "You know...some spiders change their color to blend into their surroundings."

Peter frowned. _Hey, wait a minute..._

"Really?" MJ asked.

Harry nodded. "It's a defense mechanism."

MJ looked impressed. "Cool."

Peter groaned inwardly. He was not in the mood to play Cyrano to Harry's Christian. This day sucked.

Harry gave only a momentary "thanks" glance at Peter before continuing. "Did you know that this is the largest electron microscope on the Eastern Seaboard?"

The teacher grabbed Harry by the shoulder. "You talked through that woman's entire presentation," he hissed. "Let's go have a talk about how we listen."

Peter smiled. Nice to see somebody get their comeuppance, even if it was Harry. Poor Harry, having to listen to a lecture about Midtown High not being one of those expensive private schools where rich kids could get away with anything...

...and then, he realized MJ really was alone.

She was still watching the super-spiders, looking fascinated. And there was no one else around. If he was ever going to make a move, this was his best chance.

Peter thought quickly. "Mind if I take your picture? I need one with a student in it."

"Oh, sure." MJ looked around to make sure no one saw her talking to Puny Parker, then looked over at Peter. "Where do you want me--right over here?"

Peter resisted corny comic-book-retort answers to that question and pointed to the side of the glass cases. "Sure, that's fine."

MJ flipped her hair and stepped to the side. "Don't make me look ugly."

Peter felt himself blushing for the thought running through his mind. "That's impossible." He backed up toward the support pillar. Maybe this day wouldn't be so bad after all.

* * *

The constant motion of the air underneath the lowering spider was really getting annoying. And the latest disturbance had to be caused by that dark object right beneath it. The spider lowered itself faster.

* * *

Peter focused his lens and snapped a shot. It should have been MJ and the spider cases, but of course it was simply MJ. "Perfect," he said, advancing the film.

* * *

That popping sound was going to scare away all the prey. The spider had to get rid of it, and fast.

* * *

MJ found she was enjoying hamming it up for the camera. She gestured to the cases.

Peter snapped a shot.

She pointed at a page on her handout with a "wow" look on her face.

Peter snapped.

"Hey, MJ!" one of the girls called.

"Be right there," MJ responded, then walked away just as Peter was preparing to snap again.

* * *

The spider finally touched down on something solid. It could feel warmth, smell flesh. And in a warm-blooded animal, that meant that food was just underneath the surface. It crawled along the surface to find a vulnerable point.

* * *

Peter looked longingly after MJ. "Thanks," he called meekly.

She ignored him.

Peter groaned. This day sucked.

* * *

The spider speared its fangs into its warm-blooded prey and took a deep, satisfying suckle.

* * *

Peter cried out as a needle-like pain drove into his right hand and shook off the stinging sensation on reflex.

Something fell to the floor. Peter bent down to look at it.

It was a spider...big, blue, with huge red black-widow-like spots on its back, fully engorged with blood.

The spider scurried away quickly.

Peter's eyes widened. He'd never seen a spider like that before. He looked at his hand.

There was a 1/2" diameter circular bite, an angry red color, with two puncture holes in it, atop one of the big veins in his hand.

Peter felt his blood run cold. Whatever that spider was, it had filled him pretty good with its venom, and taken a good, hearty drink from his bloodstream. He needed to capture it...

"Parker, come on!" the teacher called out.

Peter wasn't sure he could. Things were starting to feel weird. His hand was starting to throb with pain. _It's probably just some species I've never seen,_ he told himself. _I'll look it up when I get home._

If he'd taken a look at the display screen behind him instead of wandering off with his class, he wouldn't have had to make a mental note to research it later. Besides, he wouldn't be able to find it in any encyclopedia.

The section on genetically enhanced super-spiders, including full-color images of the intriguing blue and red creatures, wasn't due to be published for months.

* * *

Meanwhile on Long Island, an odd-looking green creature was floating in the air.

More specifically, it was a tester for OsCorp Industries, in a green metallic pressurized flight suit, demonstrating the hovering capabilities of OsCorp's latest innovation, a one-man jet glider, capable of reaching speeds rivaling the Air Force's best fighter jets, but at a fraction of the weight and fuel consumption. "We've solved the horizon glide issues," Dr. Mendel Stromm was explaining to the audience of military men standing around the display. "And stabilized the hovering engines and the multi-g-force thrusters."

By all rights, the demonstration should have elicited oohs and ahs from the observers. Instead, it elicited merely sneers. "I've already seen the glider," General George Slocum snapped.

At that moment, the door to the test lab burst open. Norman Osborn hurried inside, where a surprise inspection that he'd had no warning about was clearly underway. Norman pulled on his lab coat and forced a smile at his visitors. "Good morning, General Slocum," he greeted. "Such an honor to see our most respected customer here today." He cast the same insincere smile at the only civilians in the group, two men who'd participated in a hostile takeover of a substantial percentage of his company a few years ago. "And always nice to see members of our board of directors here...Mr. Fargus, Mr. Balkan."

Max Fargus, a bald man in a wheelchair who often reminded Norman of that guy he'd seen in that mutant movie a few years ago, gave a cold nod of greeting to him. "Dr. Osborn."

Henry Balkan, an Omar Sharif-esque man with a withering glare, offered the same cold greeting, but in a significantly less respectful tone. "Norman."

Slocum had no time for pleasantries. "I want to see the results of the human performance enhancers," he said, striding across the lab to an area where greenish chemicals were being mixed, studied, vaporized, reconstituted.

Norman hurried to catch up before Stromm started talking. Stromm was one of the smartest men he'd ever met, but he had an annoying tendency to always see the down side of things, and that was the last thing he needed right now.

Too late. "We've started vapor testing on rodent subjects," Stromm stated. "Initial studies indicate an 800% increase in strength and endurance."

Fargus was impressed. So there _was_ real work going on here, not just Norman wasting time and money. "800%? That's magnificent!"

Norman was pleased. He didn't think Max Fargus had it in him to be impressed by anything.

Slocum was skeptical. "Side effects?"

"In one trial...," Stromm began.

Norman quickly moved to cut Stromm off. "It was an aberration. In every test since, the results have been exemplary."

Slocum had worked with Norman Osborn too many times to not know when the man was lying through his teeth. He turned to Stromm. "And in the trial that failed? What were the side effects?"

Stromm felt chilled by the memory. The rats had simply gone mad. There wasn't a better word for it. He'd never seen creatures completely tear each other apart like that. The carnage was almost unreal. If he hadn't seen it for himself, he'd have never believed it. "Aggression," he finally said aloud. "Violence. Insanity."

Slocum's eyes narrowed. "And your recommendation?"

Norman felt his heart sink. Bad enough that they'd already run into deadline problems, funding problems, a change in oversight authority...now Slocum was hearing only the worst of their project. "That was only one test," he snapped, then stepped in front of Slocum. "With the exception of Dr. Stromm, our entire staff certifies the project ready for human testing."

Slocum didn't want to hear it. "Dr. Stromm? What's _your_ recommendation?"

Reluctantly, Norman stepped aside.

Stromm was caught between a rock and a hard place. He couldn't lie to their client, but he didn't want to make Norman look bad. But there was no other way to say this. "I think we need to take the entire line back to formula."

Slocum blew out a hard breath.

Norman whipped around to stare at his best scientist. "Back to formula?" he hissed, incredulous.

"Dr. Osborn," Slocum said firmly.

Norman turned around.

Stromm retreated from the group, grateful to still be alive at this point. Norman had almost looked like he was ready to tear Stromm's head off.

Slocum gave Norman a condescending look. "Let me be frank with you. I _never_ supported your project. We have my predecessor to thank for that."

"Norman," Fargus interjected, trying to save what was left of the contract for his company, "the general has given a tentative go-ahead to Quest Aerospace to build a prototype exoskeleton craft. They test in two weeks."

Norman's eyes widened. _Two weeks? No one in the defense industry can craft a lunch invitation in two weeks...no way they'll be ready to go..._

"And if your performance enhancers haven't had a successful human trial in that time," Slocum continued, "I'm going to pull your funding. And give it to them."

Norman watched the general and the board leave the room, fighting every instinct in him to scream with rage or run in panic. _Two weeks? We're talking chemicals that could produce full-scale evolutionary changes here. What, do they expect it to happen overnight? Two weeks? Oh, Lord..._

* * *

"And The Lord said, 'Let there be light,'" Ben Parker declared, finishing the final turn on the lightbulb in the kitchen overhead light fixture. "And voila! There is light. 40 soft-glowing watts of it." He replaced the clip-on shade over the bulb.

"Good boy," May Parker told her husband. "God'll be thrilled. Just don't fall on your ass."

Ben climbed down from the old kitchen chair he was standing on. "I'm already on my ass, May," he retorted with a sardonic laugh. "When the plant lays off its senior electrician after 35 years, where else could I be? I am on my ass."

May gave her husband a chiding look. "Hand me that bowl, would you, dear? The green one."

Ben handed May the old green Fiestaware bowl. "The company is downsizing their people and upsizing their profits."

May spooned vegetables into the bowl. "Don't worry, dear. You'll find a job."

"Yeah, yeah." Ben picked up the newspaper. "Let's have a look at the want ads." He wandered into the dining room. "Computers. Computer salesman, computer repairman, computer analyst. My Lord, even the computers have analysts these days." He sat down in his chair, frustrated. "May, I'm 68 years old and know nothing about computers. And I've got a family to provide for."

May put the pot roast on the table and lovingly put her hands on her husband's shoulders. "Ben Parker...I love you. And Peter loves you. You're the most responsible man I know. We've been down and out before. But we've always made it through somehow. We'll survive. We always do."

Ben gently held his wife's hand. Eternal optimist, May Reilly Parker. Maybe that was why they were meant for each other.

The front door rattled, then opened.

"Oh, here's Peter now," May greeted. "Hello, sweetheart..." And then she realized something was wrong.

So did Ben. It would have been hard to miss. Peter was staggering, pale, sweaty, looking as if he were about to pass out, dropping his books and his jacket as he walked, as if he had no strength to carry them further.

May was worried. The flu bug going around this year had been pretty nasty. "Why, sweetheart...are you all right?"

Peter was barely aware of his surroundings. But the last thing he wanted was to be doted over when he felt this bad. Aunt May would probably insist on rushing him to the hospital, and with Uncle Ben having lost his job and being without insurance, there was no way to afford the bill. "I'm a little tired," he mumbled. "Think I'll go get some sleep."

He was stumbling up the stairs as May started to follow after him. "You won't have a bite?"

Peter almost laughed. If they only knew. "No thanks...had a bite..."

Ben gestured for May to come back, then looked up at the boy he'd raised for over thirteen years as if he were his own son. This wasn't like Peter at all. "Pete--did you get any pictures?" he asked, trying to draw him out.

Pictures? Peter barely cared. "I've...gotta crash...everything's fine..."

The Parkers heard the door to his room slam shut. "What was that all about?" Ben asked May.

* * *

The door had slammed because Peter fell against it as he was closing it. He was rapidly losing orientation. Up and down were meaningless. His t-shirt and sweatshirt were soaked with sweat, but he was practically freezing to death. He put his glasses on the nightstand, then pulled the wet shirts off and dropped them to the floor.

He caught a glimpse of himself in the mirror. Sunken chest, spindly arms, ashen complexion, raccoon-like circles under his eyes...he looked like death warmed over. If only he felt as good as he looked...

He staggered toward the bed...and missed it completely as his knees buckled under him.

He barely had the strength to pull the blanket off his bed and cover himself with it as he lay shivering on the floor. His right hand burned with pain, the bite on it now the size of a marble with a white-hot infected center and angry red rings around its perimeter. He could feel the venom racing through his veins now, head to toe, hot and cold at the same time, muscles spasming, nerves surging with confusing electrical impulses. He was drawing up into a ball, unable to move, virtually paralyzed.

So this was what death was like. You could almost see your own DNA, spinning, splitting, recombining, again and again...almost like an intricate spider web...how ironic.

And with that, Peter passed out cold.

* * *

Dr. Stromm thought he was going to pass out cold when Norman Osborn had first told him what they would be doing tonight. "Dr. Osborn," he begged, even as his boss was already selecting one of green tubes of performance enhancement chemicals to be loaded into the vapor chamber, "for the last time, I'm begging you, don't do this. We don't know what the effects will be..."

"Don't be such a coward," Norman snapped in reply. He keyed in several commands to the mixing unit, selecting the formula number, setting the sequencing for the chemicals needed to create the optimal vapor release. Then, he crossed the room to the vapor chamber's control panel. "Sometimes, in the name of science, you just have to take risks."

"Sir, at least reschedule this for the daytime, when we can have paramedics and assistants here," Stromm pleaded. "Better yet, give me two weeks and we'll have a better understanding..."

"Two weeks?" Norman whipped off his lab coat, then began loosening his tie. "Two weeks? In two weeks, they're going to pull our funding, give it to Quest, and OsCorp will be dead!" He tossed aside his expensive tailored shirt. "Hand me the paramethachloride."

Stromm reached for the small brown bottle. "What for?"

"Catalyzing agent. Begins the chemical breakdown of the vapor into the bloodstream for immediate use." He took the bottle in his hands and regarded it as if it were a bottle of the finest scotch. "40,000 years of human evolution, and we've barely scratched the surface of our capabilities." He opened the bottle and swigged its entire contents down as if he were throwing back a shot of whiskey. _Blech,_ he thought, but now there was no turning back. He tossed the bottle aside, and it shattered on the hard concrete floor.

Stromm watched as Norman lay down on the metal table that would slide into the vapor chamber and hold him in perfect position for maximum vapor exposure. Dutifully, Stromm locked him in with the metal restraints.

Norman cringed. "That's cold," he said as the metal crossed his bare chest.

Stromm wired him with EKG and EEG monitors, then looked at him as if giving him one last chance to change his mind.

Norman nodded assent.

Stromm reluctantly keyed in the sequence to load Norman into the vapor chamber.

The table slid into the chamber, the airlocks sealed the doors, and Norman was raised into an upright standing position.

Stromm gave him one last pleading look.

Norman nodded toward the vapor controls.

Stromm reluctantly pushed the button.

The mixing unit drew out the contents of the green vial and mixed it with water and air to create a vapor.

The gas began to come up through the floor of the vapor chamber.

Norman felt the first whiffs of the gas hit his nostrils. For a second, there was a rush of fear. Then there was a rush of power.

Stromm watched the sensors recording the blood gas saturation, the increasing depths of respiration, the thickening of muscle tissue...and the racing of Norman's heart to well over 200 beats per minute.

Then the EEG readings started going haywire. Strom fought to see through the vapor.

Norman's entire body was writhing, as if in grand mal seizure.

"Norman!" Stromm shouted, then hit the button to perform emergency ventilation of the vapor chamber.

The gas began to disperse.

And as it did, Norman's heart unexpectedly gave out.

"Oh, my God...Norman!" Stromm raced for the chamber doors, frantically hitting the override switch, waiting impatiently for the airlock to open.

It finally did, and Stromm raced in.

Norman was slumped over in his restraints.

Stromm looked around for the controls to lower the bed, but couldn't find them. Desperate, he began a vertical version of CPR. He pressed as hard as he could on Norman's breastbone, trying to force enough pressure to make his heart beat...

...when suddenly it began to beat on its own. Hard and fast.

Stromm turned to look at the EKG monitors in disbelief. He turned back to Norman...

...whose eyes had suddenly snapped open.

Stromm's eyes widened. Those eyes...the body was Norman Osborn's, but the eyes belonged to a madman.

And that madman suddenly had Stromm by the throat with one hand...a hand that had torn off its metal restraint as if it were made of tinfoil.

"Back to _formula_?" Norman raged in a raspy, growling voice.

Stromm struggled to break free of Norman's grasp.

Norman gripped him tighter and tighter, not caring that he could hear bones breaking under his fingers, then flung him toward the wall of the vapor chamber, toward glass that was supposed to be unbreakable.

Clearly it wasn't, because Stromm flew through it as if he'd been fired out of a cannon and crashed into the chamber's control station. The equipment collapsed atop him and blew up in a shower of sparks.

Norman ripped away the last of his restraints and pounced on the edge of the chamber. His face was contorted into a mad grin, and he almost looked like those illustration of goblins in adventure game books.

And then he sprang away, roaring with raging anger, with wild madness in his wide-open eyes.

* * *

Peter felt his eyes snap wide open. He was about to muse on how odd it was that the sun was out at night when he realized it was the next morning. Not only that, but it was the next morning and he was alive to see it. Not only that, but it was the next morning and he was alive to see it and he actually felt perfectly fine. Weird. What time was it, anyway?

The clock on his nightstand said 7:30. Jeez, he was going to be late for school. He reached up to the nightstand for his glasses, then stood up and put them on...

...and the world went blurry.

Peter squinted and looked in the mirror, then lowered his glasses.

And he could clearly see his face.

He put the glasses on again.

Blur.

He took them off.

Clear.

On, off.

Blur, clear.

Peter looked at the glasses for a moment. Maybe he hadn't made it after all. After all, Aunt May had always told him that no one needs glasses in Heaven. And he sure didn't need them now. But if this was Heaven, his room would probably be a little cleaner. "Weird," he observed aloud, then put them aside and turned to get some clothes.

Then he turned back and stared at his reflection again.

The man looking back at him looked a little like him. Except the roundness of his cheeks was gone. And his body was buffed.

No, not just buffed. His body was _ripped._ He had layer upon layer of solid muscle building up powerful shoulders, impressive striated pecs, rope-like sinews running down his arms. Even the backs of his hands rippled with muscle. He cautiously flexed his left arm.

A bicep the size of a softball popped up.

This was a dream. It had to be. Peter watched himself reach over to touch his pectoral muscle, now bulging as he flexed his arm and moved his shoulder.

It felt like steel cable, as if he had almost no body fat at all between skin and muscle. But he could feel the touch.

There was a soft knock at his bedroom door. "Peter?" May called.

"Yeah?" Peter replied a bit too swiftly, his voice cracking.

"Are you all right?"

Peter stared at his body in the mirror again, flexing his arms, rolling his shoulders, tightening his pecs, crunching slightly to reveal washboard abs. "All right" seemed like such an inadequate description. "Uh..." He finally shrugged, and even the shrugging motion exposed muscular definition he'd never seen before. "I'm fine."

Apparently the answer didn't quite sound right to Aunt May, because she hadn't yet left the hallway. "Feeling better today? Any change?"

"Change?" Peter looked down at his rock-hard abs. Then he looked down a little further. His eyes nearly popped out of their sockets. "Yep. Big change."

"Oh. Well, hurry up, dear, or you'll be late for school."

School? Oh, yeah. That. "Right." He once more turned to reach for some clothes.

Funny. He never realized he could see into MJ's bedroom from his. But this morning, he could see her clearly, brushing her hair, checking her makeup, looking more beautiful than he'd ever seen her. She looked like a goddess. Or an angel, as he'd told Aunt May when he was just six years old. Wow. What a morning to not need his glasses.

Finally seeming to approve of her appearance in her own mirror, she picked up her purse and left the room.

Peter couldn't move for a second. Then, he turned to look once more in his mirror.

If this was a dream, he never wanted to wake up. Wow. "O.K.," he said finally, then grabbed a t-shirt and sweater and hurriedly dressed, eager to catch up to MJ.

He was practically running down the stairs, moving so fast he was almost afraid he'd miss the turn on the bottom landing. He nonchalantly put his left hand on the rail to swing around the corner...

...and his feet kept going, straight up the wall.

Almost without thinking, he put his other hand on the low-hanging ceiling and vaulted over the railing.

The sound of the landing nearly made Ben choke on his coffee. "Whoa! Thought you were sick!"

Peter was almost unable to believe it himself. "I got better," he said, smiling broadly.

Ben looked at his nephew. He did look better. A little more color to his skin than he had yesterday. Face looked a little thin, though. And where were his glasses? Had he broken his glasses again? Land's sakes...

"Gotta run. See ya." Peter was already into the living room, grabbing his sweatshirt jacket and backpack off their hooks.

"You haven't eaten," May observed, bringing the breakfast sausage out to the table. "You have lunch money?"

"Yeah, I'll be fine." Peter donned his jacket, slung the backpack over his shoulder, and headed for the front door.

"Hey, Michelangelo, don't forget, we're painting the kitchen after school today," Ben called out.

"Sure thing, Uncle Ben." He turned to smile at his uncle. "Don't start without me."

"And don't start up with me," Ben chided, finishing their favorite wordplay exchange.

Peter grinned, then ran out the front door. This was going to be a great day.

Ben shook his head. "Teenagers. Raging hormones. They never change."

* * *

Peter was just stepping out the front door when he heard shouting from the Watson household. "You worthless little tramp!" Mr. Watson shouted. "Think you're so good, huh? Think you're something special, huh? You're trash! You'll always be trash, just like her!"

MJ was out the door, in tears. "I've got to get to school," she said through her emotion-choked voice.

"Yeah, who's stopping you?"

Peter was shocked. Who could ever talk to Mary Jane like that? Who would dare raise their voice to that beautiful angel?

MJ was walking away, down the street, as fast as her long legs would take her.

Peter began to follow. He wasn't sure if he dared get too close. But oh, how he wanted to.

She'd stopped now, hunched over, clearly crying.

Peter stopped walking too and was now standing almost half a block away. "Uh...hi, MJ," he said softly, in a tone so quiet no one would be able to hear him. Then, he thought about how stilted that sounded. "Hey, MJ. I don't know if you realize, but I've lived next door to you since I was six..."

A convertible was pulling up alongside MJ. And suddenly, she wasn't crying any more.

"...and I was wondering...maybe it's time we got to know each other...maybe we could get together sometime and talk, or get something to eat..."

MJ squealed with delight upon seeing her two girlfriends in their borrowed car. She climbed into the car, and it pulled away.

"...or not," Peter finally finished, realizing how completely stupid he sounded. As if MJ would even _look_ at him without checking to see if anyone saw her doing so. It was just like being on the bus...

...which was pulling past him right now.

_Dammit!_ Peter was not in the mood for this crap this morning. He took off running after the bus.

Funny. Usually the bus sped up when the driver saw him in pursuit. But today he wasn't having any trouble keeping up with it. Maybe he hadn't been seen yet. "Hey!" he shouted out. "Stop the bus!"

He could hear the kids on the bus laughing at him, but still the bus hadn't sped up too fast. He pounded on the side of the bus. "Tell him to stop! Stop the bus!"

Was it his imagination, or was the bus slowing down as if to taunt him? He once more slapped his left palm against the side of the bus...

...and the paper banner that read "Go Wildcats" ripped off in a long, continuous sheet as the bus finally pulled away.

Peter wasn't sure which was weirder--keeping up with the bus for as long as he had, or the fact that the paper banner was now stuck to his left hand. And he couldn't shake it off. He shook and he shook, and it was still there. It felt like it was made of flypaper or something. He grabbed it with his right hand and pulled.

It practically ripped again, but finally pulled cleanly away. He examined his left hand carefully.

Funny, his fingers didn't feel sticky at all. Neither did the paper he'd pulled off with his right hand. His hand had simply stuck to the paper...just like it had stuck unexpectedly to the railing this morning. _What the...?_

Deciding he needed to get out of the street before he got run over by a truck or something, he left the banner where it was and headed for the sidewalk before he was late for school.

* * *

Harry Osborn was late for school, as usual, as he came down the stairs of Osborn House, a huge and stately mansion on the edge of Queens. The house was really way too big for just the two of them, but it was a family house, and his father had always been quick to remind him that family was all-important. The emptiness of the place always creeped him out, especially his father's gothic-looking study. But as he passed the door to the study this morning, he saw something else that sent a cold chill running down his spine. "Dad!" he called out, dropping his books and racing into the room.

Norman Osborn was lying face down on the floor, unmoving until Harry reached his side and turned him over. "Dad!" Harry repeated. "Are you all right?"

Norman slowly returned to consciousness. "Harry?"

Good, at least he recognized a familiar face. But his eyes were still not completely focused, as if he wasn't all there. "What happened? What are you doing on the floor?"

Norman couldn't remember. He honestly couldn't remember. "I don't know..."

Harry helped him onto his chaise lounge. "How long have you been there? Were you there all night?"

Norman was completely disoriented. "Last night? Last night I..."

A ghoul-like face of a man with a frightening, leering grin suddenly flashed into his memory. And then, it was gone.

"Dad?" Harry asked, concerned at his father's suddenly fearful expression.

"I don't remember what happened last night," Norman finally said.

At that moment, Norman's butler was chasing his personal assistant as she barged into the room. "Mr. Osborn, sir, I tried to stop her...," the butler pleaded.

"I have to see Mr. Osborn," the assistant said, coming right over to Norman.

"My father's not well, Miss Simpkins," Harry said, attempting to intervene by positioning himself between the assistant and his obviously ill father.

Norman brushed him aside and turned to Simpkins. "What is it?"

Simpkins looked distraught. "Something terrible has happened, sir. There's been an accident in the lab. Dr. Stromm is dead. He was murdered."

Norman's eyes widened. "_Murdered_?"

She nodded. But there was more, and she was almost afraid to tell him. But she had to. "And the glider and the flight suit..."

Norman felt a cold chill run down his spine. Years of research, millions of dollars, possibly the last hope of survival for his company..."What about them?"

She decided to just spit it out. "They've been stolen, sir."

Norman slumped into a chair. _Oh, God. Stromm dead. My life's work ruined. My major invention stolen. What kind of a madman would do this?_

Harry realized his father didn't need him here. He didn't even know he was in the room. His stupid experiments were all that were important to him, again.

He gathered his books and left for school.

* * *

By the time lunch period rolled around, Peter was starving. He'd always heard muscles needed more fuel than any other tissue in the body, and now he believed it. He'd wanted to buy one of everything in the cafeteria line, but only had money for a basic low-cost lunch. So he was finishing up an order of fries, alone as usual. Nobody had noticed him, or noticed the big change in him. And he wasn't sure if that was a bad thing or not.

He noticed MJ coming toward him. Well, not really toward him. She was heading for the table behind him, where Flash and his jock friends and all the popular girls were. And MJ was still Flash's girl, regardless of how shabbily he treated her. Too bad there were only two weeks left in his high school life; maybe next year he could have tried out for a sports team or something and gotten her attention that way.

She was almost to his table now. It seemed as if she were moving in slow motion.

Slow enough that he could see she was about to step in a puddle of spilled juice.

Slow enough that he could see she had stepped in the juice and lost her footing.

Slow enough that he could see she was falling.

In the blink of an eye, he was on his feet. He dropped his left shoulder under her to catch her and break her fall. With his right hand, he caught the bottom of her tray on the tips of his fingers. Then he slid it back and forth through the air to catch every piece of food she'd had on it before they all hit the floor.

It took a second for MJ to regain her orientation. "Wow!" she said, impressed. "Great reflexes! Thanks!"

"No problem." Peter smiled as he helped her stand up straight and handed her the tray. Then he felt puzzled. She was right--those were great reflexes. That entire motion sequence had been pure reflex. If he'd thought about it, he wouldn't have been able to do it, but in just reacting to the stimulus of seeing her fall, he'd pulled off an incredible feat. It was as if his body knew exactly what to do with its new frame but his mind hadn't quite figured it all out yet. This day was really starting to get weird.

MJ looked at his face, trying to figure out why she recognized it. Then she realized it--this was Puny Peter Parker, the skinny little geek who'd been her next-door neighbor for nearly 12 years. But something was very different about him. Finally, she managed to put her finger on it. "Hey...blue eyes," she said with a smile. "I never noticed through your glasses. You get contacts or something?"

_Or something._ Peter couldn't answer. She was finally looking at him, finally paying attention to him, finally in his arms, for God's sake, and all he could do give her a goofy stare. He felt himself smiling, but said nothing.

MJ just nodded. _Such a cute little geek._ "See you," she said, heading for her table.

Peter watched her go. _God, she probably thinks I'm such a freak._ He dropped back into his seat and dropped his right hand onto the tray with a frustrated "clang".

And felt something sticky on the bottom of his palm.

_Great. Probably broke open a ketchup packet or something._ He lifted his right hand.

And the fork on his tray came with it.

Confusion filled Peter's expression. What was up with things sticking to his hands today? He gave his hand a shake.

The fork didn't budge.

Maybe there was juice or something on it from a previous lunch period. He pulled on the fork.

And several long tendrils of white silky-smooth silly-string-like material stretched from the fork to his palm.

No, not his palm, he realized. They stretched from the fork to his wrist. To a tiny slit on his wrist, just below the fleshy base of the palm. He turned his wrist over and reached his fingers in toward the center of his palm to pull back the flesh and examine the slit a little further...

And suddenly another strand of the stuff shot across the table and covered a tray on an adjacent table. Covered it like a funnel-shaped spider web...

At that moment, the entirety of yesterday's experience suddenly came back to him. _Oh, God. Oh, my God. No. This can't be happening. Somebody please tell me this isn't happening. If this is a dream, I want to wake up right now..._ He looked around frantically.

So far, no one had noticed anything unusual. Good. Maybe there was still time to cover up the impending disaster. He gave a tug on the sticky-yet-silky line.

Intellectually, he should have known what would happen. Peter had studied spiders extensively for a biology report just a few months ago. He knew that spider webbing was a lot stronger than it appeared to be. Proportionally, it had the tensile strength of the cable used in building high-traffic suspension bridges and was amazingly springy and stretchy and resilient. The only reason it broke when humans touched it was that humans were so immense in comparison to spiders. So webbing from a human-sized spider--if that was, indeed, what this stuff was, and Peter still could not believe his brain was even attempting to rationalize this whole thing--was certainly not going to break with just a simple tug. In fact, the tug would probably send the tray flying toward him...like it was now.

Instinctively, Peter ducked.

The tray went flying over his head, and Peter heard it crash into something. He didn't have to turn around to see what it was. He knew immediately what had been hit by the tray.

Flash Thompson's back had.

He was dead. That was it, he was dead. Peter got up from the table and quickly walked toward the exit.

He heard the tray thumping on the floor behind him and realized with horror that it was still attached to his wrist. _Oh, God, of all the times for this to happen..._

Flash spotted the retreating back of the geek who was dragging that tray on a line behind him. The worn sweater and ratty jeans were enough to tell him who the perpetrator was, even if he couldn't see his face. "Parker?" he said, confused.

Peter was almost to the door. He could hear the whispers of "What is that?" and "Who is that?" and "Hey, he's got silly string up his sleeve!", but right now he didn't care. He just wanted out of there, immediately, before he started sprouting additional legs or something. This whole day had turned Kafka-esque and was becoming more horrifying with every passing second.

"Parker!" Flash bellowed, now raging with fury.

Peter hurried out of the cafeteria. The doors closed behind him.

Something tugged on his wrist. He looked back.

The tray was caught on the other side of the door. And the webbing wouldn't break. Peter pulled harder.

The tray thumped against the opposite side of the door. And still the webbing would break.

He finally grabbed the webbing with his left hand and yanked the strand off his wrist, then tossed it aside.

And that's when he spotted it for the first time. There was a tube running down the underside of his forearm, connecting that slit to a swollen spot about two inches up. _What is that--a spinneret? Oh, my God, it _**_is_**_ a spinneret..._

He had to get out of here. He had to go find help. Somewhere. Anywhere. Maybe back at the genetic labs at Columbia; maybe they might know what to do. He practically ran for his locker, started to spin the combination on his padlock...

...and felt the hairs on the back of his neck stand up with alarm and a buzzing sensation rattling in the back of his head. His eyes darted about, looking for whatever was causing this creeping horror to jangle his nerves like they'd been attached to a live wire.

The world seemed to slow down again. It was as if he'd become hyperaware of his surroundings. He could almost see the detail on the folds of that paper airplane flying overhead. He could watch a fly's wings whirling rhythmically in the air. He could see that spit ball about to hit another kid across the hall. And he could feel the rush of air from Flash Thompson's flying fist...

He ducked to his right just as the punch came in.

The blow left a fist-sized dent in the locker door next to him.

Peter jumped back.

Flash couldn't believe he'd missed, but it didn't matter. Anybody could get lucky once. And that was all Puny Parker was going to get. "You think you're pretty funny, don't you, freak?" he growled.

MJ was practically running down the hall toward the gathering crowd of students who were now encircling the two teens. "Leave him alone, Flash, it was an accident!" she shouted.

Peter would ordinarily have greatly appreciated MJ even noticing he existed. But right now, he wanted to just disappear. This was beyond embarrassing. He'd have to drop out or transfer away. No way he could stay here...not after today...

"My fist breaking your teeth--that's gonna be the accident," Flash snarled. He had his fists cocked.

"Come on, Flash," MJ begged.

"I don't want to fight you, Flash," Peter heard himself say, and then wondered where the Hell that had come from. Yeah, he really didn't want to fight Flash, but he'd never had that kind of bravado before. It was as if he'd spoken on reflex...just like he'd ducked on reflex...just like he'd caught MJ on reflex...

"Yeah? I wouldn't want to fight me neither," Flash gloated. "Come on, Parker. Show me what you've got."

Peter was almost afraid to find out what he had. He watched Flash's fists, trying to figure a way out before the first punch was thrown...

...which he ducked aside from as it whizzed by his head.

Flash threw another jab at him.

Peter slipped millimeters to the side of it just as it reached him, and the blow missed again.

Flash couldn't believe it. He snapped a left hook at the geek.

Peter could see the punch coming in slow motion. He had plenty of time to move out of its way...

...and then instinct and intellect began to come together. _Whoa...what's happening?_

Flash fired an uppercut to Peter's chin.

Peter did the only thing he could--bend backwards away from the blow.

It worked. Except he'd bent so far back that a Romanian gymnast would have been jealous. He was practically doing the limbo and looking upside down at MJ's shocked expression. And somehow, he'd kept his feet under him the whole time.

That realization brought him back to the moment. He snapped upright and looked around him, wondering what Flash would try next but somehow feeling absolutely ready for whatever came.

MJ saw Harry Osborn finally decide to join the crowd. "Harry, help him!" she pleaded, gesturing toward the fighters.

Flash's fellow jock Kyle somehow realized that things weren't going according to plan. He dove for Peter from behind.

Peter felt that strange sensation of alarm again and on instinct sprang into the air, did a double backflip with a half-twist, and landed on his feet, now facing his attackers.

Harry looked impressed. _This_ was Peter Parker, king of the geeks? Were it not for the familiar-looking clothes, Harry wouldn't have been able to identify him. He looked like a completely different person. And he certainly moved like one. "Which one?" he asked, genuinely not certain Peter actually needed any help and genuinely surprised by that lack of certainty.

Peter wasn't sure which surprised him more--the move, or the fact that the landing had been effortless. He'd barely even felt it. It was as if he had springs in his legs and shock absorbers in his joints...like leaping spiders seemed to have...

"He's all yours, man," a visibly unnerved Kyle told Flash.

Flash pushed his useless cohort away and once more unleashed a flurry of punches at Peter.

Peter wove and ducked and twisted and turned...and then decided he was tired of being on the defensive.

As Flash's next flurry of punches came in, Peter actively blocked them all. Then he caught Flash's right wrist and twisted it away from him.

Flash felt his arm about to break. He screamed.

With a resounding karate yell, Peter unleashed a hard right heart punch square into Flash's breastbone.

Flash went flying. Literally. He was knocked off his feet and flew nearly ten feet through the air before landing on the ground and skidding down the hall, finally crashing into a teacher's feet, who dropped his entire cafeteria tray's contents onto Flash's face.

Cheers went up from several students. "Yeah!" "Wow!" "He did it!"

_Damn right I did!_ Peter mentally exulted. He'd never felt so empowered in his whole life. Nobody would ever push him around again.

Kyle looked from Peter to Flash to Peter again. "Jesus, Parker," he sneered, "you really are a freak." Then he went over to help his buddy.

The crowd began to disperse as teachers approached.

Peter felt the sting of Kyle's words as the adrenaline rush began to fade. He caught MJ's eye...and saw in her expression Kyle's exact words. _My God,_ he realized, _I really am a freak..._

Harry had never seen anything like that in his life. "Peter," he said, awe in his voice, "that was amazing!"

Peter barely heard Harry. He could barely hear anything except the horror practically screaming from MJ's shocked expression.

Harry watched Peter suddenly turn and run for the door. "Pete!" he called after him.

The exterior door crashed open and slammed shut again. Harry sighed in frustration and headed off to class.

* * *

Peter had no idea how far he'd run before he finally stumbled into an alley and ducked behind a dumpster, breathless and exhausted. He just knew he had to get away, far away, as far away from Midtown High as he could get. A day that had started out so promising had now turned into an unmitigated, life-changing disaster. Kafka-esque was probably the nicest way to describe the whole experience. He leaned against the wall and looked down at his right wrist, where the strange silly string that had started this whole disaster had come oozing out of him like some kind of...

_...spider web,_ he realized, looking at the shape of the swollen spot on his forearm. It was the size of a silver dollar, with spokes radiating out from a ringed center, just like a funnel-shaped spider web. One of the spokes formed a tube that ran the distance to the slit just under his palm, almost in parallel with the sinewy tendon normally running down a person's forearm.

Peter was just stunned. He vaguely remembered his dreams as he passed out from the spider bite yesterday, the visions of his own DNA unspiraling and breaking apart and recombining...with the spider's DNA? To create in him some new hybrid of spider and human? He turned his right hand over.

The bite was still there, still visible, still swollen, though much less so than it had been when he'd collapsed last night. But there was an angry red trail down the big vein in his hand, with a small branch of redness forking off toward..._toward my forearm,_ he realized. _Toward that spinneret. And the bite still has venom in it...oh, my God, does this mean I'm not done changing yet? What more could happen?_

He looked up at the razor wire around the alley's entrance ringing the fence whose gate he'd stumbled through in his blind race to escape. It looked like a prison. Which would probably be a safer place to be than anywhere else from now on, now that he'd sufficiently angered and embarrassed the class bullies.

Then he noticed something. A huge brown spider, building a classic wheel-shaped web in one of the rings of the razor wire. Peter watched it gracefully move over those fine silk threads, elegantly traipsing along, seeming to defy gravity, balancing nimbly on just the pinpoint tips of its eight spindly legs...

On the pinpoint tips, Peter realized. On tiny, almost microscopic hooks on those pinpoint tips. Hooks that could find cracks and crevices and blemishes in almost any surface and allow the spider to scale incredible heights and balance on virtually anything at virtually any angle...

Peter's fingers tingled. He looked at his left hand carefully.

And then he saw them. Tiny, almost microscopic hooks, barbed cilia, emerging on the surface of his fingertips. They'd probably been just long enough earlier to catch irregularities in the finish on the handrail at home...then long enough to snag the paper banner off the side of the bus...then long enough to catch and balance MJ's rough-surfaced plastic lunch tray...and now...?

On a hunch, Peter planted his right palm firmly against the wall about shoulder height.

He could feel every detail of the brickwork surface. And his fingertips had found anchor points to dig into. He reached higher and did the same thing with his left hand.

Again, he could feel every defect in the bricks, and his fingers found a purchase.

He began to climb up the wall. More accurately, he began to crawl up the wall. Like a spider. Hand over hand, steadily traversing the bricks like he was walking very carefully on flat ground. He used his feet to balance his lower body but not to actually climb; his entire body weight was being borne on the tips of his fingers. No wonder he'd developed new muscles on the backs of his hands; he intellectually knew he had to have massively increased grip strength, but the movement felt effortless, completely natural, as if he'd done it all his life. He had no doubt he probably had the same hook-like cilia on his toes now, too, as they were tingling the same way, but they couldn't reach through his shoes. But he could sure feel every detail of the toe section of the worn insoles in his shoes right now, just like he could feel every detail of the brickwork. He carefully reached past the fire escape support brackets, making sure he didn't snag his clothes on them...

_Wait...fire escape support brackets? Those must be four stories off the ground..._ He looked down.

Or rather, "back", because the ground was now behind him on his new plane of alignment. Until that moment, it hadn't occurred to him that there even _was_ a "down" any more, much less that "down" was now 40 feet below him.

His eyes widened. And a huge grin spread across his face. And there was nothing else to say except...

* * *

"Woo-Hoo!"

He had no idea how many times he'd shouted that in the last few minutes. But it was the only phrase that even came close to expressing the feeling of freedom he now had as he raced from rooftop to rooftop through the crowded neighborhoods of Queens. He was running at incredible speeds, leaping across alleyways, landing with no more impact than jumping off a short step. He really did have springs in his legs and shock absorbers in his joints, and gravity hardly existed. The rooftops of his borough had turned into his own private playground, and any freakishness he'd felt earlier was gone in the euphoria of this moment...

...until he leapt across one building and realized he was almost at the end of a block at a major cross street. He barely managed to stop running as he reached the drainpipe ringing the top of the building. Wow, four lanes of traffic was a lot wider than he'd ever thought. On top of that, it was a four-story drop to the shorter building across the street. Having just discovered his abilities, Peter wasn't sure he wanted to put them to such a dramatic test so soon. He stood there for a moment, trying to decide if he wanted to go back the way he came, or find a dark corner and shimmy down the bricks...

...or maybe there was a third option. After all, real spiders could travel great distances on spun silk lines. He looked at his right wrist. Then he looked across the street again.

Wow, that corner market was low to the ground. But just beyond it was another four-story brick tenement. And even better, overhead was one of those towering cranes lowering an air conditioning unit to the rooftop of the taller building. If he could snag that crane, he could easily swing across traffic and get to the other rooftop, and then it would be off to the races again. He rolled up his sleeve, giving the spinneret a clear and unobstructed path out of his wrist, spread his fingers wide, then gestured dramatically at the crane and shouted, "Go web!"

Nothing.

Oh, man, did he feel silly. But it just felt more appropriate to shout something as he was trying. He changed his hand position slightly. "Fly!"

Nothing.

Another gesture. "Up, up, and away, web!"

Nothing.

Peter tried to think of all the comic book incantations he could remember. "Shazam!"

Nothing.

Man, this was dumb. How did spiders do this, anyway? But even as he thought that, he already knew it was a dumb question--the answer was that spiders had spinnerets in their bottoms. So this was definitely a step up on the bioengineering ladder. He kept gesturing, almost pleading with the webbing to just "Go!"

But it wouldn't.

_Terrific,_ he thought. _I can shoot a web when I don't want to and expertly snag a cafeteria tray I'm not even trying to hit, but can't even get a thread when I do want to? This sucks._ He flipped his wrist face up and reached toward the fleshy part of his palm with his curled middle and ring fingers to try to get a better look at the mechanics of the tiny opening...

...and a thick strand of webbing shot out.

Alarmed, Peter let go of his palm, and the line cut off and floated harmlessly across the street.

So that was it. A bit of angle, a bit of pressure, and a bit of tugging to pull the exit tube open long enough to create the length. He tried the motion again, this time more deliberately.

Again, webbing came right out, and again he cut it off and let it float away on the wind.

It felt so strange. The sensation reminded Peter of the IV he'd had inserted in his arm as a child in the hospital, only in reverse--instead of freezing cold fluids pushing into his veins, body-temperature fluids gushed outward, solidifying when they hit the air just like a regular spider's silk did. Peter smiled, then eyed up the crane. He used the index and pinky fingers on his right hand to create an alignment window, then carefully took aim and reached into his palm.

Webbing shot across and smacked against the arm of the crane, sticking firmly.

In one motion, Peter cut off the line and grabbed it with his right hand before it got away. He gave the line a gentle-but-firm tug.

It didn't budge.

Peter started to mentally note that it was probably more likely that he could pull the crane over than pull the line loose, but decided that wasn't a particularly pleasant notion and dropped that train of thought. Instead, he clutched the line in both hands, hopped up onto the drainpipe railing, and looked down.

It was six stories to the street below. That was a long way down if he missed. So he'd better not miss.

He took a deep breath, summoned every bit of his courage, and timidly said something he'd heard in an old Errol Flynn movie. "Tally ho."

Then, he closed his eyes and took a step off the railing.

For a brief instant, he was free falling. Then the web line kicked in, and he was swinging on an arc, right over the tops of cars, easily to the other side of the street.

Except he badly miscalculated the angle. The arc wasn't steep enough to carry him over to the taller rooftop. He desperately tried to stop, wishing his feet had the grip strength of his hands, and realized even as the line began pulling him upward again that he wasn't going to make it...

...as he smashed face-first into the two-story billboard on the wall of the adjacent building.

The last thing he remembered clearly was vowing that he was _not_ going to try that again any time soon before the world went black.

* * *

Hours later, when Peter had finally run out of brick walls to climb and rooftops to traverse in his neighborhood, he finally headed for home. He had no idea what he was going to tell Aunt May and Uncle Ben about this, but he was sure he'd figure something out...

...and then realized he'd be spared from having to explain it all right away.

The beat-up old faded yellow Oldsmobile that Uncle Ben insisted on keeping running, insisted on driving everywhere even when Peter would prefer to walk rather than be seen in it, was gone out of the driveway. It was Bingo night, Peter remembered; he'd have the house to himself for at least a little while.

As he came into the house, he suddenly remembered something else he'd forgotten. The kitchen was a completely different color. No thanks to him, of course; he'd completely forgotten that he'd promised to help paint today. Poor Uncle Ben had probably unloaded the whole kitchen by himself and exerted himself reaching and stretching and painting. It was the world's ugliest shade of turquoise blue, but Aunt May had been on them to do something about the peeling and cracked paint in her kitchen for what seemed like forever now, and he felt really stupid for having forgotten. He gave the room a quick appraisal and decided to touch up the ceiling later, as he knew Uncle Ben really hated standing on ladders. Then he spotted a note on the counter and crossed the room to it.

"Michelangelo--meat loaf and veggies in oven."

Peter sighed. This was perhaps the worst part of it all. Normal parents would have stayed home to yell at Peter, to demand to know what he thought he was doing, to ground him at the very least. Aunt May and Uncle Ben, on the other hand, were more concerned with whether or not he was eating right. There were times he'd give his right arm for a chance to hear his own parents really get mad at him for once and yell at him...

"What'd'ya mean, you forgot to buy beer again?" Mr. Watson's voice bellowed from next door.

_...just like that,_ Peter mused. He looked out the kitchen window.

The Watsons were having another domestic dispute. Peter wondered why he'd never noticed the noise level before. Maybe because he'd never been so completely in tune with his surroundings before. He turned away from the window and walked over to the stove to get dinner.

* * *

A few minutes later, Peter had finished dinner and was taking out the trash. And the argument at MJ's house was still going on.

But apparently one party wanted to remove themselves from it, because MJ came storming out the back door right at that moment, completely exasperated. She stomped around the concrete porch for a moment, ready to start ranting to the night sky, when she suddenly noticed someone else was out there with her. She cast an accusing glare at Peter. "Were you listening to all that?"

"No," Peter lied, a bit too quickly. Then, he realized there was no way to lie to her with a straight face, so he thought fast. "I mean, I heard, but I was just taking out the trash."

MJ looked bitter. "I guess you can always hear us."

Peter shrugged. "It's O.K. I mean, everybody shouts."

"Your aunt and uncle don't."

Peter considered it. "They can scream pretty good sometimes." _For Mets and Yankees games, usually. Or when Aunt May hits Bingo._

MJ smiled at him.

Peter realized he now had the opening he never thought he'd get again. "Uh, listen, MJ, about today...at school, I mean, with Flash..."

"You really freaked us out," MJ said in a concerned tone.

At least, Peter hoped it was concern and not disgust. "I'm sorry." He realized he genuinely was concerned about Flash--with his new strength, he could easily have crushed Flash's breast bone and probably did break his arm. "Is he O.K.?"

MJ laughed. "He's just glad you didn't give him a black eye for graduation."

Peter was relieved. He'd have to be more careful next time.

MJ had never seen Peter like this before. No glasses...great eyes...not bad looking, either...had he lost weight? She would have sworn his face was much more defined. Or maybe it was not having the glasses on that made him look so different. "So," she said, strolling toward the fence between their houses, "have you thought about what you're going to do after graduation?"

_A million times, but I think it's all changed now._ That was the answer Peter wanted to give. But instead, he gave a slightly more stock response. "I...uh, I want to move into the city. Maybe try to get a job as a photographer somewhere, work my way through school. What about you?"

"Yeah, I definitely want to move to the city," she said with a grin. "I can't wait to get out of here...and..."

He sensed she was showing him something she never showed anyone else--her vulnerability. "And what?"

She turned aside.

"Oh, come on," he encouraged. "Try me."

She looked at him coyly. "Act. On stage."

Of course she would, he realized. Her whole life had been spent putting on an act for the public. "Wow! No kidding? That's perfect! You'd be great!"

She was surprised at his enthusiasm. "Really?"

"Really. I mean, you were awesome in all the school plays." He leaned into the fence confidentially. "I cried like a baby when you played Cinderella."

She looked at him oddly. "Peter, that was in the first grade."

_God Bless America, Peter, you are such a dork,_ he chided himself. "Well, yeah, even back then." He couldn't believe they were actually talking. And there was so much he wanted to say to her. "I mean, with some people, you can just tell. You can look into the future and see what the future holds for them."

"What does the future hold for you, Peter?"

"I...I don't know. But whatever it is, it's different from anything I ever felt before." _Well, there's one piece of truth clearly spoken for the evening._

"And for me?"

"You?" He wanted to pronounce her queen of the universe, give her everything she ever wanted. But he could tell that what she really wanted right now was for someone to make her feel like she really was worth something. "You're going to light up Broadway."

MJ was amazed. How did he know she needed someone to make feel good about herself right then? "You know...you're taller than you look."

The absurdity of the remark reminded Peter of his place in the social pecking order. "I hunch."

"Don't."

It was a genuine piece of advice. And maybe his first hope that she didn't completely find him beneath her. He smiled.

And then their moment of bliss was interrupted by a car horn. "Hey, MJ!" Flash's voice called from the street. "Come take a ride in my birthday present!"

MJ shrugged. "I've got to go." And before Peter could object, she'd come out from behind the gate and was running down the driveway. "Oh, my God, it's gorgeous!" she shouted in her best party girl voice.

Peter could only watch as she gleefully climbed into the loud silver convertible Flash was standing beside. "Wait 'til you hear the sound system," he was telling her. "Don't scratch the leather."

The car roared off with a throaty rumble.

Peter sighed. The only way to get and keep MJ's attention was to have something she wanted more than anything else. And he'd twice seen her throw off her troubles to hop into someone's car and ride away. "Cool car," he observed aloud as he headed inside.

* * *

Good Lord, cars were expensive.

Peter had never even thought about how much cars cost until he looked at the classified ads section of the paper. No wonder Uncle Ben still drove that clunker. _Used_ high-end sports cars were $30,000 and $40,000. Good grief, he'd bet money this whole house didn't cost $30,000 when Uncle Ben bought it all those years ago. No way he could afford those. He turned the page.

$20,000 cars. Nope.

$10,000 cars. No way.

Even used, as-is, fixer-upper cars were nearly $5,000. Man, how did kids like Flash afford these things? How did anybody not named Osborn afford them? Peter began to despair of finding anything good enough for MJ...

...when he spotted two items in such close proximity that it had to be synchronicity.

The first was a late model, as-is used convertible for $2,579.

The second was an advertisement: "Need Cash? Amateur Wrestlers Wanted -- $3,000 For 3 Minutes. Colorful Characters A Must. NYWL, 212-555-1212."

Peter could see that car. He could see himself in that car. He could see himself and MJ in that car.

And he could see himself winning that $3,000 to get that car.

But a colorful character? He couldn't see that.

At least, not yet.

* * *

It took a week.

When Peter wasn't in school, he was in his room with the door closed. It was driving Uncle Ben and Aunt May crazy. But they didn't understand. This was important. He needed to plan. To learn. To experiment. To create.

First, there was the colorful character business. Peter knew he wanted the spider as a symbol, but how far to take the analogy? An eight-legged costume? Maybe a full head mask, with bug eyes? Or what about built in polarized lenses to make seeing easier? Maybe the body should be black, with a red hourglass? Or blue, with red spots, like the spider that bit him? What about webbing? On the head? The chest? Under the arms, like wings? Or maybe all over...

Peter sketched and sketched and sketched. He tore up idea after idea. But slowly, the costume began to take shape. And as he found out more about his spider skills, the costume made more evolutions.

Peter's suspicion that he hadn't yet finished his metamorphosis was correct; the spider bite was slowly healing with each passing day, but as it healed, it was as if his body was absorbing the remaining venom and using it to make minor fine-tuning adjustments to its new structure as he tested his powers in new ways. The cilia on his fingers became much more sensitive as he practiced reaching through layers of cloth as a prelude to wearing gloves. One fine layer? No problem; it was just like an extra layer of skin. A thicker layer? Not as precise, but still doable; he could still feel minute surface changes through his bicycle gloves easily, and while he preferred to be barehanded, he still had enough grip through the gloves to be manageable. Heavy cloth? Forget it; he could cling to it, but the cilia wouldn't penetrate through to latch onto anything else. But as he suspected, he'd developed the same cilia on his toes, and those were a bit longer and stronger. They went easily through all but the thickest of socks, and he was now discovering they were penetrating into the insoles of his shoes when he put enough pressure on them. If he could somehow find a thin-enough shoe or even a hard-soled sock, they might actually be useful in wall-crawling.

He'd also noticed marked improvement in his physical skills. His reflexes were now incredibly fast--so fast that the slowest part about them was his brain recognizing that he needed to use them. It almost took longer to think about moving than it did to actually move. He had the flexibility of a yoga master and the balance of a elite gymnast. And man, had he gotten strong. From his studies of spiders, Peter knew that most spiders were proportionately a lot stronger than they looked--some species could support 40 times their body weight. He'd started to do the math of 40 times his current body weight--155 pounds, up 30 pounds from his pre-bite weight, and he felt certain almost all of that weight gain was pure muscle--then realized that he could just throw that number right out the window because of the genetic enhancements Columbia had done to their super-spiders. Who knew what the practical limits were? Peter certainly hadn't found them yet, and not for lack of trying.

And then there were the spinnerets.

When Peter first saw them, they were large, protruding web-shaped glands on his forearms. He was beginning to think he'd never be able to wear anything but long sleeves and heavy sweaters again, when one morning he noticed they'd begun to recede slightly. Not that they were drying up--far from it. In fact, he could shoot webs for hours with them, and still had no idea what their real capacity was. But he suspected that either he was building additional layers of muscle to cover them, or they were just somehow settling into his body and becoming less and less prominent. He'd take whatever explanation worked, as long as they didn't completely dictate his dress code for the rest of his life.

What he'd begun to learn was how functional they really were.

At first, he wondered how in the world spiders could spin such intricate webs when he couldn't manage to make them go anywhere he wanted them to go. He'd aim at a soda can and nail the rocket model a foot to the left or the family portrait a foot to the right. He'd also break things he wanted to catch--those things hit with an impressive impact, appropriate for someone firing the equivalent of fine-strand steel cable through a high-pressure hose across a room. And they certainly weren't permanent; they'd begin to break down after a few hours and dissolve to nothingness within about a day. Good thing, too, because he'd often find himself surrounded by so much webbing that his room looked like something out of a Vincent Price movie. "You're so mysterious these days," Aunt May had scolded one afternoon. "O.K., thanks," he'd mumbled in reply, distracted by trying to figure out how to fit this strange ability he had into the big picture.

And then, one day, it all came together. Peter wasn't sure if it was through practice or additional microevolution or both or something else entirely, but one afternoon, he began to hit everything he aimed at. A few shots later, he could control the tension, to bring objects over to him quickly through the elastic reaction of the web strands. A few more shots and he became ambidextrous, able to fire accurately with either hand. It quickly became a game: Aim for and hit a precise spot on the wall. Connect two spots. Spin a web the size of a dime or the thickness of a rope. Shoot cross-body or cross-handed and still hit the target. Aim both hands at the same location and see how close the webbing would converge. He loved the challenges and tried to make up more. The one thing he still hadn't worked up the courage to try again was web traveling over distances, but that would come. There were other things to do first.

Like make the costume he'd finally finished designing. It was sleek, spare, and very cool. Blue, mostly, but bright red across the shoulders, down to a point on his chest, with a red full-head mask and red gloves and boots. It was interlaced with heavy black web lines that criss-crossed every part of it. And in the center, a large, black, menacing-looking spider.

That $3,000 was as good as his.

* * *

Right now, Norman Osborn would take $3,000. Or however much it would cost to get his company out of trouble.

The press was having a field day in light of the recent damage to OsCorp's Long Island test facility. Led by that slimy muckraker J. Jonah Jameson and _The Daily Bugle_, papers all across the city were touting the impending death of OsCorp, the death of Norman Osborn's dream. How could they possibly recover? Their test lab was destroyed, their chief scientist was dead, Osborn himself had gone into seclusion. And Quest Aerospace CEO John Quest was bragging about his newest project, a prototype of a one-man exoskeleton fighter jet, due to test in just one week's time.

Norman couldn't believe it as he read the paper in his study. His company being raked over the coals like this? He thought Jameson was his friend. And that bootlicker Johnny Quest? Osborn used to eat upstarts like him for lunch. But right now, Norman was paralyzed by fear and dread. Fear of losing his company...dread of going back to it and finding out what had really happened, because something in the back of his mind kept gnawing at him that maybe he was somehow responsible for it...

An evil laugh rang through the room. Norman jumped and looked around, trying to find that laugh.

Nothing.

Norman ran his hands through his hair and felt himself shake. His imagination again. He'd heard that hideous laugh over and over again in various places the past few days, and always there had been nothing there, just something in his brain run wild. There was something wrong. Something was the matter with him. He'd be damned if he knew what it was, though.

* * *

"Something's the matter with him," Ben observed.

May, sitting across the room knitting, nodded quietly. She knew immediately which "him" Ben was talking about. Peter, of course. They'd barely had the chance to talk to him at all over the past week, but both of them had noticed something was different. He was surly. Short-tempered. Reclusive. Irresponsible. Had no interest in his family at all. He'd even gotten into a fight at school, a fight Peter denied starting but did not deny he had participated in. But they hadn't gotten to talk about that much, either; Peter had gotten frustrated and said they just didn't understand and had stormed away, and neither Ben nor May wanted to push the issue.

Until now. Ben Parker was a man of action, and sitting around all day since his layoff had just made him more frustrated. If he couldn't control anything else about his life, he _was_ going to control his surrogate son. He'd promised his brother that, and dammit, he was going to take care of Peter whether Peter wanted him to or not. "Something's bothering him," Ben said again, stripping the covering off an electrical cord to repair a reading lamp for Peter's room. They'd found his broken, of all things. Ben had spotted him discreetly taking it out to the trash and had rescued it one morning after Peter left for school. He'd found another lamp just like it at a second-hand store, but the electrics in it were bad. But electrics were things Ben knew how to fix, so he'd bought the lamp and was hoping to surprise Peter with it in time for graduation. Now he just had to put a new cord in it and it would be good as new. "Maybe he's afraid to tell me. Or maybe I'm afraid to ask. I don't know. But there's something wrong with the boy, and I'm going to find out what it is."

May nodded. She really wanted to know, too. But men went through these times. She thought about reminding Ben about some of the surliness of the rebellious younger man she knew all those years ago, but decided it wasn't worth it. Ben had grown into a wonderful man. Peter would, too. She was sure of it.

At that moment, Peter bounded down the stairs. He was going out, clearly; he already had his jacket on and a brown paper bag bundled under his arm. He barely acknowledged their presence as he breezed into the living room. "I'm going downtown to the central library--got an exam to study for," he said, already halfway across the room and headed swiftly for the door.

"Wait a minute," Ben said, creaking as he got up out of his chair, "I'll drive you."

"No, that's O.K.," Peter said, trying to make his escape as fast as possible. "I'll take the train."

"Nah. I need the exercise." Ben grabbed his jacket and found his car keys. "Now go on, let's go."

Peter struggled not to either roll his eyes or groan as he headed out the door.

Ben turned to May and gave her a delighted thumbs-up.

May smiled and kept knitting. It would all work out. She knew it. All they needed was time alone together.

* * *

The two generations of Parker men rode into Manhattan together, but Ben might as well have been alone. For the entire drive, Peter had almost turned his back to his uncle as he stared out the window, his mind clearly elsewhere. Ben had even turned the radio to that obnoxiously loud rock and roll station Peter liked listening to, but even that didn't get a response out of him. It was as if Ben was riding with a total stranger. Ben didn't like this at all, and he was going to put a stop to this right now as he pulled to a stop at the curb across from the library.

Peter was grateful that they'd finally reached their destination. The hardest part about this whole life-changing incident was that he couldn't say anything to anyone about it. They'd think he was some kind of freak. And he wasn't, at least not in his mind. Heck, he'd never felt better about himself in his life than this week as he'd gotten used to the changes..and even learned to like them. But now wasn't the time to talk to Uncle Ben or anyone else about this. Not yet. Maybe in a few weeks, after graduation. After he moved out. After he was on his own. "Thanks for the ride, Uncle Ben," he said, already opening the door to get out.

Ben put a hand on his shoulder. "Wait a minute," he said. "We need to talk."

Peter shrugged off the hand. "We can talk later."

"No, we can talk now." He put the car into park and flipped off the radio to punctuate his statement. "If you'll let me."

_Oh, great. I always wanted parents who'd fuss at me for once. I should be careful what I wish for._ Peter closed his door and sighed. "Why now? I mean, what do we have to talk about?"

"A lot. We haven't talked about _anything_ for a week. I mean, your aunt and I don't even know who you are any more. You shirk your chores, you spend hours in your room with your door closed doing all those strange experiments, you start fights at school..."

Peter was not in the mood for it. "I already told you--I did _not_ start that fight."

"No, but you sure as Hell finished it."

Peter was surprised at the bitterness of his uncle's tone. "Well, what was I supposed to do--run away?"

"No, you weren't supposed to run away..." Ben struggled with the words. It would have been so much easier if he'd had kids before inheriting his brother's son. Then he'd at least have had one rehearsal of this speech instead of having to wing it now. "Pete, look--you're changing."

Peter scoffed. _It's early yet, but there's a prime candidate for understatement of the year._

"I know," Ben continued. "I went through exactly the same thing at your age."

It was all Peter could do not to laugh in his uncle's face. When did Ben Parker get bitten by a mutant spider? "No. Not exactly."

_Teens,_ Ben sighed. _Think they know everything. Think they're the only ones who ever went through puberty._ "Look...these are the years when a man changes into the man he's going to be for the rest of his life. Just be careful what you change into."

Peter just looked at his uncle for a moment. Where had _that_ observation come from? Had his uncle seen him practicing, maybe caught him scaling walls or lifting his bed with one hand? Peter had worked pretty hard to make absolutely certain he hadn't been noticed, and he was damn sure not ready for his family to know what had happened...

If Ben noticed Peter's panic, he didn't show it. He was barging ahead at full speed in this lecture, trying to say all the things he'd always wanted to make sure Peter knew and understood. "Now, this guy, Flash Thompson...he probably deserved what he got. But just because you _can_ beat him up doesn't give you the _right_ to. Remember--with great power comes great responsibility."

That was it. Peter couldn't take any more of this. "What, are you afraid I'm going to turn into some kind of criminal or something?" he snapped. "I'm _fine_. Look, something's different. I'll figure it out, all right? Just leave me alone. Stop lecturing me, please!"

Ben could feel his nephew's heartache. He could vaguely remember having almost this exact conversation with his father and thinking the old man was hopelessly square and couldn't possibly understand what he was going through. The more things changed, the more they stayed the same. "I don't mean to lecture, and I don't mean to preach. And I know I'm not your father..."

"Then stop pretending to be!"

If Peter had fired a gun into his gut, it couldn't have hurt more. There was nothing more to say, and Ben knew it. "Fine," he said, trying very hard to keep his emotions in check and failing miserably. "I'll pick you up at 10."

_Whatever,_ Peter thought as he got out of the car.

Ben put the car in drive and pulled away.

Peter started to cross the street, then stood in the middle of the travel lanes and pretended to be checking cross-traffic while he waited for Uncle Ben to turn the corner. An incredibly dangerous thing to do in Manhattan, but Peter knew his spider-sense would warn him in plenty of time to avoid a collision. Right now, he was more afraid of Uncle Ben seeing he wasn't going to the library at all.

The yellow Oldsmobile clunker turned off the main thoroughfare and drove out of sight.

Satisfied he wasn't being watched any more, Peter turned around and headed off for a much different destination.

* * *

The dingy, rundown stadium and armory looked like it belonged in a completely different city, but it was as much a part of New York as any other sports arena. Once home to community sports teams, it now housed low-rent concerts, third-rate trade shows...and the New York Wrestling League, a down and dirty pro wrestling circuit that nonetheless had a devout following. Tonight's crowd looked particularly bloodthirsty to Peter, who watched in amazement--and a hint of trepidation--a muscle-bound mountain of a man named Bone Saw McGraw slam another would-be challenger for the $3,000 prize to the canvas, then nail him with a flying elbow drop for a three-count.

The crowd went nuts.

The gold-lame-suited ring announcer was trying to pump up the crowd. "Is there no one man enough to step into the ring with the likes of this titan of testosterone, Bone Saw McGraw?"

Peter swallowed nervously as he watched the last man who'd tried being carted off by paramedics. Bone Saw probably ate guys like Peter for breakfast. But $3,000 was a lot of money, and the only way to win was to try.

As the ring announcer introduced the next contestant--The Flying Dutchman, was it?--Peter headed off to get in line to sign up for his date with destiny.

* * *

The overweight, overworked, and over-made-up black woman working the sign-up table thought she'd seen everything until the kid at the front of the line stepped forward. "There's no featherweight division here, Small Fry. Next?"

"No, sign me up," Peter insisted.

The woman looked at him. "You do understand that the NYWL is not responsible for any injuries you may..." She gave him the once-over. "...and probably will sustain during this exhibition, and that you are entering into this contest of your own free will?"

"Yes."

She once more looked him over. This had to be the lamest costume she'd ever seen, but if the kid wanted to go through with it... "Down the ramp to your left. And may God go with you. Next?"

* * *

Bone Saw dispatched the Flying Dutchman in about a minute and a half, and one got the sense that he could have done it a lot sooner but was too busy playing around with the cool feathers on the man's mask. But he'd cleared the ring fast enough by throwing the defeated challenger out into the crowd, which responded by standing up and waving signs and brandishing fake bone saws.

The ring announcer was doing everything possible to work the crowd into full Roman coliseum bloodthirst. "Are you ready for more?" he shouted.

A roar of approval went up.

Bone Saw grabbed the microphone. "Bone Saw is ready...," he said in a tone that indicated he was either super psyched up or needed to go to the bathroom really badly.

The crowd was nearing its frenzy.

The ring announcer took the microphone and backed up the ramp toward the backstage area, where he could see from the silhouetted screen that the next victim...er, participant had taken his place. "If he can last three minutes in a cage with our undefeated champion, the sum of three thousand dollars will be paid to..." He managed to keep from falling through the screen he'd backed into, squinted against the bright spotlight now trained on the top of the ramp, then realized no one had slipped him the guy's name yet. _Those screening women really need to be doing a better job at this,_ he thought, then whispered conspiratorially to the guy behind the screen. "Hey, kid, what's your name?"

"The Human Spider."

The ring announcer made a face. "The Human Spider? That's it? That's the best you've got?"

"Yeah."

"Oh, that sucks." He picked up the microphone again. "The sum of three thousand dollars will be paid to the terrible...the deadly...the amazing...Spider-Man!"

The screen slid up.

And the audience let loose a chorus of boos the likes of which Peter had never heard before.

Mixed with the boos was laughter. The scrawny kid standing at the top of the ramp was wearing baggy blue sweatpants, beat up Nike running shoes, ragged red and white bicycling gloves, and an oversized red sweatshirt onto which had been hastily drawn in black magic marker a freehand black spider with squiggles that were probably supposed to be some kind of web woven by an arachnid on acid. The worst part of it all was the faded red balaclava ski mask covering the kid's face. He looked like his battle cry should be "My mother dresses me funny".

Peter turned to look behind him. "No, it's the Human Spider!" he corrected.

"Get out there!" a stage hand ordered.

"No, he got my name wrong!" Peter protested.

"I don't care--get out there!" He gave Peter a shove down the ramp.

Popcorn, sodas, and insults rained down on Peter from above. _Great. If I wanted this, I could have ridden the school bus._

Bone Saw's buxom blonde bimbos, clad in black leather bikinis and little else, stood on the ramp taunting him the whole way down. "Go home to Mommy, little boy." "It's way past your bedtime." "Bone Saw's gonna pluck your legs off, spider-boy." "You couldn't hurt a fly."

Still, Peter kept walking. $3,000 dollars was a lot of money. And three minutes wasn't _that_ long.

The paramedics were just now getting The Flying Dutchman out of the way. "My legs," the wounded wrestler moaned as he lay strapped to the ambulance gurney, "I can't feel my legs..."

Peter's eyes widened. Maybe three minutes was a little too long...

He got another shove from behind by the bimbos. "Go on, bug-boy. Get in there!"

Reluctantly, Peter climbed into the ring.

And then a grinding sound overhead got his attention. He looked up.

Four steel barred walls were swinging down and coming together to form a...

"Cage! Cage! Cage!" the crowd chanted.

Peter's expression turned terrified. "Hey, wait a minute..."

The cage lowered around the ring.

"Will the guards please lock the cage doors at this time?" the ring announcer requested.

The crowd was still chanting.

"Hey! Wait!" Peter called out as heavy steel chains were threaded through the cage corners and secured in place by industrial sized steel padlocks. "I didn't sign up for a cage match! Hey, unlock the thing! Let me out!"

"Hey, Freak Show!" Bone Saw bellowed from behind.

Peter was really starting to hate that sobriquet. He turned around.

"You're goin' nowhere!" Bone Saw continued in a tone that made him sound just like that guy in the beef stick commercials. "I got you for three minutes--three minutes of playtime!"

The ringside bell clanged.

The overhead scoreboard timer started counting backwards from "03:00:00".

Bone Saw charged.

Peter leapt straight up.

Bone Saw hit the cage bars head on.

The crowd booed lustily.

Bone Saw recovered his senses and looked...up? "What are you doing up there?"

"Staying away from you," Peter replied, balanced on a perch near the top of the cage, clinging to the cage walls with just the tips of his fingers. Then it hit him--all he had to do to last three minutes was bounce around the walls and stay out of Bone Saw's reach. And _that_ he knew he could do, especially in a cage that wasn't much bigger than his bedroom. "That's a cute outfit," he taunted. "Did your husband pick it out for you?"

Bone Saw leapt up to snare the elusive spider.

And Peter sprang across the cage, did a half-twisting somersault in the air, and landed on the ring mat in a perfect yoga asana--long, stretched, flexed down low.

Bone Saw charged again.

Peter shot two webs into the top of the cage, then used them to pull upward and twist on them like a gymnast on rings. And again he landed on his feet, ready to pounce again.

And now the crowd was starting to turn. Peter heard cheers for his last move. He began to feel more confident about his chances...

...right before the steel folding chair smashed into his head from behind.

_Wow, that was dumb,_ he thought as crashed to the mat. The worst part was he realized in retrospect that he'd had plenty of forewarning from his spider-sense, but he'd ignored it in favor of responding to the other stimuli around him. Right now, the only stimulus he was responding to was the pain of a second chair shot to the back. Then a third shot threatened to knock him cold, and a fourth one almost made good on the threat.

But just as he thought lying face-down on the mat for a while might be a really good idea, Bone Saw yanked him up off the mat and slammed him back first into the hard steel bars of the cage.

On reflex, Peter tried to reach back for the cage bars, but Bone Saw had ripped him away from the bars once more and thrown him across the ring, where he crashed to the mat. He tried to roll over, but collapsed flat on his back.

One of Bone Saw's bimbos handed him a crowbar. "Finish his spider ass!" the woman demanded.

Bone Saw raised the crowbar over his head and charged over to his prone opponent...

...who suddenly seemed to get a new burst of energy as he nailed him with a karate kick to the solar plexus.

The first kick had been pure reflex, a burst of adrenaline caused by Peter's spider-sense screaming at him to wake up and do something before he got killed. Peter smacked both hands down onto the mat to hold him in place and slammed a second kick into Bone Saw's mid-section. Then a third sent Bone Saw stumbling backward.

Enraged, Bone Saw ran toward him, crowbar high overhead.

Peter caught him in the midsection with both legs, then used his far more steady leverage to propel Bone Saw up into the air, over his head, and crashed him into the steel cage.

Peter flipped to his feet and turned around quickly, prepared to strike again.

Bone Saw tried to get up, then fell to the ring mat, unconscious.

The referee couldn't believe it. He slid into the ring, slapped the mat three times, then signaled for the bell to ring.

And just like that, the NYWL had a new champion.

The cage doors lifted.

The referee raised Peter's right arm high overhead.

And the crowd went nuts.

"Ladies and gentlemen," the ring announcer called, still not sure he believed it himself, "give it up for your new champion...the amazing Spider-Man!"

A roar of approval went up. The crowd started chanting his name. Or, rather, they started chanting, "Spi-der-Man! Spi-der-Man!"

And Peter was basking in the afterglow of the highest high he'd ever felt in his life. He grinned giddily beneath his mask and pumped his fists in the air. This time tomorrow, that car would be his.

* * *

That hundred dollar bill was the prettiest thing Peter had ever seen outside of MJ. He'd never seen one up close, although Harry had once pulled one out when they went out for burgers after one evening of particularly strenuous studying. The counter clerk acted like she'd never seen one, either, and for the first time Peter understood how she felt. He waited for the promoter to count the other twenty-nine bills just like it for his $3,000 prize...

The promoter gave Peter a glare that almost seem to ask _what are you still doing here?_ "Go on, get outta here," he snapped in a thick Brooklyn accent.

Peter's expression turned puzzled. "A hundred bucks? The ad said three thousand."

"Well, check it again, web-head," the promoter retorted.

_Web-head?_ Peter thought his days of being called names were going to be behind him after this night.

"The ad says three grand...for three minutes," the promoter continued. "And you pinned him in two. For that, I give you a hundred. And you're lucky to get that, so get outta here."

Peter was shocked. And hurt. And angry. Wrestling was every bit as fake and fixed as he'd always heard it was. And this guy was pure slime, a true thief. He'd stolen Peter's dream. Peter couldn't believe this was happening to him. "I need that money," he protested.

The promoter gave Peter a mock pitying look. "I missed the part where that's my problem."

Bullies came in all shapes and sizes, Peter decided. And he'd forever be their target, no matter what happened to him. Dejectedly, he picked up his $100 "prize" and left the room, briefly bumping shoulders with another guy who'd also probably been ripped off storming into the office.

* * *

If he'd stayed, he'd have seen the guy throw a canvas bag at the promoter, hitting him in the face.

"Hey, what the...," the promoter began.

And then all conversation was stopped by a .45 automatic being cocked and pointed right at the center of the promoter's forehead. "Put the money in the bag," the thug with the bleach-blond mohawk and way too many gold chains ordered.

* * *

As Peter hit the "up" button for the elevator at the end of the hall, he heard muffled screams behind him. He looked back.

In the shadows on the frosted glass leading to the promoter's office, Peter saw a figure take a swing at someone with a gun in their hand. He heard a "thud".

And then, the door to the office burst open, and the man he'd seen barging his way in was now racing toward him, stuffed canvas bag under his arm, gun brandished in his right hand.

"Stop him!" the promoter shouted, staggering to the door of his office. "He stole the gate!"

A nearby security guard took off after the robber.

The elevator bell dinged.

The door slid open.

And Peter stepped aside.

The robber ran past him and dove into the elevator, frantically pushing the button for the ground floor.

The elevator door started to close.

"Thanks!" the guy said with a grateful smile to Peter as the door slid shut.

The guard reached the door too late to stop it from closing. Angrily, he turned to Peter. "What's the matter with you, huh? You let him get away!"

Peter said nothing.

"Get out to the lobby and call the cops!" the promoter said.

The guard rushed away.

The promoter reached the elevator and stared at Peter incredulously. "You could have taken that guy apart!" he snapped accusingly. "Now he's going to get away with my money!"

Peter just gave him a witheringly cold look. "I missed the part where that's my problem."

The promoter looked disgusted as he stormed away.

Peter smiled a self-congratulatory smile and pressed the button to summon the elevator again. Karma was a funny thing sometimes. Always nice to see somebody else learn that lesson. God only knew that Peter had been on the receiving end of enough bad things in his lifetime to be very happy to see something happen to someone else for once.

* * *

As Peter walked the blocks to the central library, he wondered where all the police cars were coming from. They all seemed to be converging on the curb ahead of him, where a crowd was gathering. Peter wondered if Uncle Ben would be able to find a place to pull over and stop in this mess...

...and then a chill went through him. And his tingling spider-sense told him he had to make his way to the front of the crowd fast. He pushed his way through the crowd, muttering his apologies, moving ever forward even as he tried to tell his inner panic that there was nothing wrong, he'd find nothing of interest, nothing except...

"That's my uncle!" he suddenly shouted, throwing off the arms of the policewoman who was encouraging him to stay back. He raced toward the crumpled body of an old, frail man lying on the sidewalk.

Ben Parker's crumpled body, lying unmoving, red stain saturating his abdomen.

"What happened?" Peter demanded to the officer who was attempting to prop Ben's head up with a rolled up jacket.

"Carjacking," the officer replied. "He's been shot. Paramedics are on their way."

Peter clutched his uncle's hand. He could feel a weak pulse, fast and thready, but still there. "Uncle Ben?" he called. "Uncle Ben?"

Ben's eyelids fluttered open. He looked toward Peter and tried to smile. "Peter?" he said in a cracked, strained voice.

Peter could feel the tears running down his cheeks. He'd never been so happy to hear a voice in his whole life. He couldn't believe he'd ever been stupid enough to say those horrible things he'd said to his uncle hours ago and was grateful that they wouldn't be the last things he'd ever say to him. He held his uncle's hand tightly. "I'm here, Uncle Ben."

Uncle Ben looked grateful as well...grateful that the boy he loved as a son had come back to him. He wanted to say so much to him. But all he could manage to get out was a tearful croak of a name. "Peter..."

And then his eyes closed.

And his body went limp.

And not even Peter's strong grip could hold onto his uncle's life as it slipped away.

Peter began to sob bitterly. _Oh, God...oh, God, no...oh, God, _**_why_**_?_

"They've got the shooter," he heard one of the policeman saying. "He's heading south on Fifth."

And at that moment, Peter's grief turned to rage and fury stronger than anything he'd ever felt in his life. _No, they won't get the shooter,_ he vowed. **_I_**_ will._

He got to his feet and walked away.

By the time he had reached the corner, the walk turned into a run.

A turn into a nearby cross alley, and the run turned into an out-and-out sprint.

Peter threw off his jacket, pulled on his gloves, and pulled the balaclava over his face as he raced along at breakneck speeds. He was going to get the bastard who did this if it was the last thing he did, and nobody was going to stop him.

As the alley dead-ended, Peter leapt a full story upward and began scaling the wall.

He kept climbing as buildings merged into one another, ever moving to the highest heights he could reach. It was by far his most ambitious climb to date, but all he could think of was getting high enough to see where the car chase was headed.

End of the line for the tall walls. He raced along rooftops, leaping each alley, finally reaching a gap where he could leap no more.

But he leapt anyway.

And as he did, he snared an adjacent flagpole sticking out of the side of a building with his hands and swung around it like a gymnast on the high bar. Then he let it go and let himself fly.

The spire of a church caught his eye. He reached for it hands first, stopping his momentum as his fingers locked onto it, allowing him to land in a spider-like crouch atop the ball point on the spire.

That's when he saw the chase dead ahead of him. But even as he looked across, he knew there was no way to follow it on rooftops. The gap between him and the nearest building was far too wide. And the cars were racing down some of the widest streets in Manhattan at speeds that had to be pushing 60. He'd never keep up on foot. He had no choice. He'd have to try using weblines to propel him along.

He shot a line out of his right wrist and snared the overhang of the building across the way.

Peter balanced himself carefully as he stood up. It had to be 10 stories to the street below, if not more. No room to miss. And he was at a really bad angle to Fifth Avenue--the church spire he was on was set back from the street, and the line he'd shot was off to the right of parallel. He'd have to somehow find a way to offset the arc of the swing carrying him away from his destination before he crashed into the wall.

But he had no choice.

And so he stepped off.

A split second of freefall, then the elasticity of the webbing began to pull him along...too fast. The wall was coming up far faster than he'd anticipated. He was going to crash unless he could snare a line to take him another direction...

...which he did by shooting a web from his left wrist onto an apartment building across the street.

The web jerked his left arm. He released the right web and let the left one pull him away.

Now he was around the corner of the right-hand building, swinging over traffic, arcing back too close to the left. Desperately, he flung his right arm outward and shot blindly.

The web hit something to his right. He let go of the left.

He managed to keep this up for about a block but knew he was completely out of control, swinging wildly from one side of the street to the other, flailing through the air after releasing a line too soon or too late. Forget keeping up with the chase--he just knew he was going to splat against a building or miss a web shot and that would be it. How in the Hell did spiders do this?

_They just do,_ something in his mind told him. _They don't think about it, they just do it. Stop thinking about it and just do it. Think about something else. Think about that car. Think about catching up to that car. Think about catching up to that car and ripping the head off the bastard who did this to Uncle Ben just so he could steal that car. But don't think about web slinging. Just _**_do_**_ that._

Peter's next hit was much cleaner. And suddenly, he wasn't nearly as out of control. He focused on following the car around the corner, letting his body steer the swing.

And before he knew it, he was just three car lengths behind.

Then two.

Then one.

But the arc was too low. The last arc had just barely cleared a police car's light bar. Peter was going to crash into the rear window of one of those police cars...unless he could shorten the arc...like maybe using the next overhead traffic signal to cut the line shorter and create a different pivot point?

And as he thought it, his body contorted itself to catch the line on the overhanging light pole.

The arc shortened dramatically. Peter felt himself reach the top of the arc and let go.

A second later, he landed on the roof of the Oldsmobile. His left hand went down to stop his momentum. His right hand curled into a fist and punched through the roof of the car as if it were made of tissue paper.

He heard the driver cry out, and felt him trying to bite Peter's fingers as he reached inside to rip the bastard's head off. He reached in further.

Shots rang out. It took a second for Peter to register that the guy was shooting upward at the roof of the car. He drew back slightly, trying to figure out a way to get a better angle and stay away from the bullets.

A Carlsbad Beer truck was to his left. He let go of the thug's face and sprang onto it.

Now he was riding side-by-side with the car, balanced like a surfer on the truck's cargo area. He kept his eyes focused on the car, looking for the right moment to spring and the right place to spring to...

...when his spider-sense suddenly told him to _spring now_.

Peter looked up to see the overhang of the boulevard above closing on him fast.

At the last second, he sprang into the air, propelling himself forward even as he soared over the street, and landed back on the truck. Another spring and a half-twisting somersault in the air, and he was now on the Oldsmobile's hood. Again, he put his right fist through the car--this time, through the windshield--and grabbed for the driver's face.

The car skidded out of control.

Peter's spider-sense again registered extreme danger coming up fast. He looked behind him.

The wrought iron gates of an old abandoned warehouse loomed ahead.

Peter sprang as high as he could.

The car crashed headlong into the gates.

* * *

The thug who'd stolen Ben Parker's car counted himself lucky to still be alive after that whatever-it-was had tried to take his head off. But he still had a long way to go to get to a clean getaway. He staggered out of the car and pushed his way into the warehouse, desperate to escape the policemen who'd followed him the whole way from the central library.

In the darkness of the warehouse, he discarded the empty clip to his automatic and slapped a fresh one in, then cocked it and held it ready to fire. He could hear the sirens stop and knew it was just a matter of time before the police closed in on him.

Little did he realize someone else had already closed in on him.

* * *

The warehouse was empty, dank, cold, wet, and dark. Only the occasional sweep of police searchlights penetrated the darkness. It was in this atmosphere that Peter was going to gain his toughest lesson yet on trusting those weirdly accelerated nerve impulses he'd gained from the mutant spider. It was the power he understood least, yet right now it was the only sense he was sure he could trust as he silently crept along ragged beams and narrow pipes overhead, trailing the fugitive who'd stolen the life of his uncle.

A sweep of the police searchlights illuminated his prey for a brief second. Peter followed him as the man scurried into the darkness like a cockroach.

* * *

On the ground, the thug could hear the vaguest sounds of someone in the catwalks above him. "Who's there?" he shouted.

Another sweep of the searchlights, and now he could see a shadow above him. He fired at it.

The shadowy figure dove away.

The thug looked around frantically. Who was that?

* * *

If he could have seen the figure in the darkness behind him hanging upside down on a rope-like line of webbing, he might have rephrased his question as _what was that?_

But before he could even have a chance to see it, the human spider slipped back up his web line and out of sight.

* * *

The thug spotted an exit and ran for it, slamming his shoulder into it.

The padlocked doors wouldn't give way. He started to ram himself into it again...

...when two hands grabbed him from behind and did it for him.

Peter smashed the man's head into the glass windows in one door. The crashing sound was so satisfying, he smashed him into the other door for good measure. Then he flung him backwards into the empty space of the warehouse.

The thug drew his knife and slashed it at his attacker.

Peter leapt into the air, then kicked the knife away and backflipped himself onto his feet again.

The thug was so stunned at the move that he didn't have time to react.

Peter did, though, leaping into the air, grabbing a sprinkler overhead, and delivering another rapid fire kick to the man's jaw.

The thug stumbled away.

Peter was now on his feet and charging for the man. He whipped his balaclava off, and pure rage was in his expression. He wanted the bastard to see his face, to remember it for the rest of his life--if Peter let him live that long.

The man looked terrified. "Please--give me a chance," he begged.

Peter couldn't believe the sheer audacity of the request. "What about my uncle?" he demanded. "Did you give _him_ a chance?" He grabbed the thug by the shirt in the center of his chest and hoisted him into the air. "Did you?"

At that moment, the searchlights illuminated the man's face.

And Peter would remember that face for the rest of his life.

* * *

_The door to the office burst open, and the man he'd seen barging his way in was now racing toward him, stuffed canvas bag under his arm, gun brandished in his right hand._

_"Stop him!" the promoter shouted, staggering to the door of his office. "He stole the gate!"_

_Peter could see the wildness in the man's eyes as he raced toward him._

_The elevator bell dinged._

_The door slid open._

_Peter could see the menace in the man's eyes as he stepped up to him._

_The robber ran past him and dove into the elevator, frantically pushing the button for the ground floor._

_The elevator door started to close._

_"Thanks!" the guy said with a grateful smile to Peter as the door slid shut._

_Peter could see Uncle Ben's pained face as he died on the sidewalk._

* * *

Peter lowered the man down to the ground again...the man he'd let get away because he'd missed the part where it was his problem...the man he was glad had gotten away because, you know, karma was a funny thing sometimes...the man who'd killed his uncle in cold blood as the real thanks for the break he'd gotten from Peter...

No. It was Peter who'd killed his uncle. He hadn't fired the shot, but he hadn't stopped the man who had. It was just as bad. In many ways, it was worse. The law had a name for what Peter had done: Aiding and abetting. It made him an accomplice, as guilty of the murder as the man before him. Peter suddenly had no more interest in killing the man who'd killed his uncle. Because it would make him no better. It would only confirm his status as a murderer.

At that moment, all Peter Parker wanted was to die.

Apparently the thug was willing to grant him his wish. He pointed his .45 right at the center of Peter's forehead and giggled maniacally. "See ya," he said, curling his finger around the trigger finger.

And at that moment, the human spider's survival instincts kicked in.

Peter's left hand backhanded the gun away from his forehead. Then, as he'd done with Flash Thompson, he grabbed the man's gun hand and twisted his wrist away from him.

This time, he heard the satisfying crack of bones.

The man screamed and backed away from the pure, insane rage in Peter's eyes.

And tripped over an outcropping of water pipes.

And crashed through the window behind him.

And fell three stories to his death.

And Peter let him fall.

And for a brief moment, he felt better.

Then reality set in. Because the death of his uncle's killer didn't bring his uncle back to life. Nor did it absolve Peter of the guilt of his inadvertent accessory role.

Nor did it make the police go away. The harbor patrol boat was now illuminating the spot where Peter was standing. Peter threw his hands over his face to shield his eyes from the bright beam...and to conceal his identity.

"Hold it right there!" the voice over the boat's speakers demanded. "You're completely surrounded--come out with your hands up!"

Peter already knew he was surrounded. He could hear the police coming. He could see the flashlights coming. He had to get away. He looked up at the ceiling, his only option for escape...

* * *

The police were stunned. The spotlight had only swept away for a second, to avoid blinding the officers as they came up to that floor. But by the time the police got to the broken window, the man who'd been standing there was long gone. Where could he have possibly gotten to? The only way to go was either down where the body of what other officers had identified as the shooter was now lying, dead from a broken neck...or up into the rafters...

* * *

...which was where Peter had gone.

And after he'd gotten out easily, he'd kept climbing.

And kept climbing.

And kept climbing ever higher, trying to escape the horror of what he'd done.

And when he could finally climb no higher, he sat down to rest on the head of a huge concrete eagle, high atop the Chrysler Building, overlooking a fabulous view of The Big Apple.

But Peter wasn't interested in the view. He saw nothing. He heard nothing. He felt nothing...except the deep, all-consuming grief now filling his soul.

He drew his knees to his chest and held himself in a tight ball of pain as he sobbed uncontrollably.

* * *

It was hours before Peter finally descended from the skyscraper. He made his way back to the dark alley where he'd abandoned his jacket and first started the chase, retrieved the belongings he'd tossed aside, and made the long trek home to Queens. Too tired for even rudimentary web-slinging, he'd climbed onto the train--_God,_ he found himself repeating over and over again, _why didn't I insist on taking the train?_--and ridden it back to the stop just a few blocks from his house. An exhausting walk down several ungodly long blocks later, he arrived at the darkened house and weakly staggered inside.

Aunt May practically fell over herself in gratitude to see him.

As if Peter weren't already kicking himself over what happened, now he felt even worse; it hadn't even occurred to him that she had no idea what had happened to him over these past few hours. For all she knew, he was dead, too, perhaps wounded in the robbery and wandering the streets of New York waiting to die. He told her he was fine, he knew what had happened, he'd held Uncle Ben's hand as he died...and then had just wandered off in grief.

Aunt May bought the explanation hook, line, and sinker, and fell into her nephew's arms, sobbing with every ounce of her being, completely grief-stricken.

And at that moment, Peter knew there was no way he could ever tell her the truth. He would have to live with his guilt in silence for the rest of his life.

He held her close and joined in her tears of grief and loss.

* * *

**END OF PART ONE**


	2. Comes Great Responsibility

_I was asked to shorten the story into chapters because it was too big for some web browsers, so this is the second half of the story, beginning after Peter and Aunt May embrace the night of Uncle Ben's death..._

* * *

Much of the next week passed as a blur. Peter somehow managed to hold on to the barest threads of his sanity by helping Harry study for finals.

Harry managed to hold on to the barest threads of his hope that he wasn't completely worthless when he saw his father beginning to emerge from his self-imposed exile...and even snarl at him occasionally.

MJ managed to hold on to the barest threads of her self-esteem by deliberately avoiding Flash for the remainder of the school term.

And Quest Aerospace managed to hold on to the barest threads of their expectation that they would become the next big thing in defense contracting when the prototype of the exoskeleton fighter was finally ready on schedule, just in time for General Slocum's visit to their test facility on Long Island. Ironically, it was just up the road from OsCorp, whose testing grounds were still dark almost two weeks after the devastating accident. John Quest was standing outside the test area when Slocum's motorcade arrived in the dark of night. "Pleasure to see you again, General," Quest greeted.

Slocum shook his hand firmly. "Quest," he acknowledged. "Is everything ready?"

"Absolutely," Quest said, leading them toward the test bunker. "Captain Curtis is our finest pilot. We believe our exoskeleton is fully inspected and ready for this test."

"Good, because if it does what you say it does, I'll sign that contract tomorrow." Slocum listened to the echoing countdown to launch as he looked out over the field, where he could see technicians doing last minute checks on a large mechanical person-shaped plane that looked for all the world like that robot on that old TV series where the astronauts were lost in space or something like that.

Quest looked over at the personification of his expected windfall. Only one thing still troubled him--the notion of this all being a carrot-on-a-stick to possibly speed his hated competitor OsCorp along. "General--what exactly is your level of commitment to OsCorp?" he finally asked aloud.

The cold, naked hatred in Slocum's eyes was chilling. "Nothing would please me more than to put Norman Osborn out of business."

The countdown finished, the man-sized jet fired up its engines, and after a bit of hesitation, the downward thrust of the jets lifted it off the ground.

Slocum was thrilled. This was already more than he'd seen from OsCorp after millions of wasted funds and months of wasted waiting.

"Curtis," ground control suddenly said with alarm, "we're picking up a bogie at two o'clock, closing fast! Do you see anything?"

Boy, did he. Curtis couldn't believe it. There was something screaming straight for him. If he didn't know better, he'd swear it was someone in an exoskeleton on a boogie board with jet engines. The field lights reflected with an eerie green glow off the incoming object...and then Curtis saw something pop out from it and fly toward him even faster. "Oh, my God--what is that thing?" he called back.

And then that thing--a missile--struck him hard.

The blast rocked the test bunker. Everyone ducked for cover.

Then Slocum saw something that made his blood run cold. "No!" he shouted as the flying whatever-it-was swooped toward them and fired again.

The last thing anyone heard was an ungodly cackling laugh.

Then the test bunker exploded.

* * *

Mortar boards exploded into the air as the principal of Midtown High pronounced this year's senior class officially graduated.

A photographer gestured for the subject group of his photo to stand closer together. "Say 'chess'," he called.

"Chess!" the group of award winners, centered around class valedictorian Peter Parker, called out with laughter, holding up their diplomas, plaques, medals, and more.

The camera flashed, and the students began to disperse.

May Parker came over to hug her nephew. Ben would have been so proud of this moment. They'd both taken such pride in the way Peter had managed to stick with his studies, even through the endless harassment that geeks and nerds had always taken in school. She kissed Peter on the cheek. "You looked so handsome up there," she praised.

Peter blushed but gave Aunt May a warm hug in return. He had no idea how he'd managed to get through finals, but somehow he'd aced them. But the best part was school was finally over. Twelve long years of torture was finally done. Now Peter could get on with his life...if he could only figure out how...

"Hey, Pete!"

Peter turned to see Harry approaching. "Hi, Harry," he smiled as the two friends shook hands and offered each other a congratulatory pat on the shoulder.

"Good news!" Harry said with a broad smile. "My dad got that loft in Manhattan for us. Everything's all set for the fall."

It took Peter a minute to catch up mentally. They'd made plans months ago to move into the city, maybe find a loft somewhere, and live the big city lifestyle as they attended Empire State University--Peter on scholarship, Harry because it was probably the only college he could get accepted to with his grades. But that all seemed like so long ago, and the cost of a loft in Manhattan was way more than he could afford right now. And there were now other things to consider..."That's great," Peter finally said aloud. "Are you sure, though..."

Harry understood immediately what the hesitation was about. Peter had briefly mentioned that they were still waiting on insurance money to clear, and funds were really tight right now. "We'll work something out," he promised. "Don't worry..."

"You made it!" a familiar voice greeted from behind.

Harry turned around to see his father standing before him. Norman was actually smiling--for the first time in weeks, Harry realized. Maybe he was beginning to turn things around.

"It's not the first time I've been proven wrong," Norman said dryly.

_Ouch,_ thought Peter. _He could take on Pete Sampras with _**_that_**_ kind of backhand._

But all was forgiven when Norman held out his right hand to his son. "Good job."

Harry shook it. "Thanks, Dad."

Norman gave him a friendly pat on the shoulder. Then he turned to Peter, eyes lighting up at the sight of the plaque in Peter's arms. "Peter--the Science Award! That's terrific!"

"Yeah," Peter smiled wryly. It was an impressive plaque, that was for certain. The thing was bigger than the Midtown High yearbook. The real irony, of course, was that the paper he'd won it for was on spiders. The things he could write about arachnids now...

Norman took Peter's right hand and gave his arm a healthy pumping handshake. "Congratulations!"

As Peter accepted the handshake, he couldn't help but notice the genuine warmth in Norman's smile. _Man, if he would just show some of this to Harry..._

But he wasn't, and Harry felt like a fifth wheel with a broken axle. He wandered off.

Norman didn't even notice. Instead, he put a fatherly hand on Peter's shoulder. "I know this past week has been really hard on you," he said solemnly. "But I want you to try and enjoy this day. Commencement--the end of one thing, the beginning of another. A chance to start over and do the right thing in life."

Peter wondered if Norman knew how close to home he'd hit with those words.

* * *

But Norman's words weren't just hitting Peter close to home. Harry saw a chance to start something else anew as he wandered toward the edges of the school's lawn.

That was where MJ was telling Flash that their relationship was over. "Finished. I mean it," she was saying as she pulled something off her finger. "Here's your ring."

Flash looked offended, but his neanderthal male pride shone through. "You know what?" he finally grunted. "Whatever. See ya."

Harry watched as Flash strutted off and MJ ran her hand through her hair, exasperated. _He stole my father, I'll steal his girl,_ Harry mused. _That's a fair trade, I think._

* * *

Right now, Norman was wondering if he could somehow work a trade of sons. "You're like a brother to him," he told Peter warmly. "That makes you family. And family's important to me. If there's anything you ever need--anything at all--call me."

For a guy who professed the importance of family, Peter thought Norman had an odd way of showing affection toward his real blood relatives. Nevertheless, the offer did seem to be genuine. "Thank you, sir."

Norman patted his shoulder, then walked away, looking for his son.

And Peter was reminded once again that he had no real father any more.

* * *

The long day came to a close as May and Peter returned to their small Queens home. Of all things, Norman Osborn had insisted on giving them a ride home in his black Rolls-Royce limousine. Peter would have preferred to take the bus instead of making Harry miserable with yet another show of his father's misplaced affection, but Aunt May had been tickled pink by Norman's offer, so they'd piled into the car and ridden in the lap of luxury for at least a few brief moments.

But the dark, cold house brought them both back to reality immediately. Peter wandered toward the stairs, moving in a daze, not even stopping to turn on any lights.

May noticed him once more falling into the dark funk he'd been in since Ben's death. Peter had taken the whole thing harder than she ever would have expected, in many ways even harder than she had. "Can I fix you something to eat?" she asked, trying to draw him out.

Peter felt those familiar guilt pangs run through him again. If Aunt May knew what kind of a callous murderer he was, she sure wouldn't be offering to fix him dinner. "No, thanks," he finally said aloud.

May sighed as he walked up the stairs. It was so frustrating. Peter really did need a strong male father figure in his life right now. Maybe somehow all that kindness Norman Osborn was showing him could eventually get through. But right now, he needed his space.

She headed upstairs behind him and entered her own room.

* * *

An hour later, May was dressed for bed. She cautiously walked over to Peter's room to bid him good night. She started to knock on his door when she saw that it was standing open. She peered inside.

Peter was sitting at the foot of his bed, still in his best dress shirt, tie loosened, jacket tossed aside. Tears were running down his cheeks. He looked as if he had the weight of the world on his shoulders.

May remembered that look. She'd first seen it on his face when he was just four years old, when the social worker had first brought him to live with them after Ben's brother and sister-in-law were killed in a plane crash. She and Ben were an old, childless couple in their early fifties when he'd arrived. They had no idea how to handle a four-year-old, and he had never seen them before either and cried endless tears as he called out for Mom and Dad and begged to go home again. It had been a long learning process for all of them, but together they had built a nice, stable family unit.

Until last week, when stability vanished forever.

Both of them had been lost in grief. May had lost her husband, her life mate, her best friend. And Peter had now twice lost a father figure in his life. They were both desperately lonely, and needed to connect again.

And now might be a good time to start.

May eased into the room and took a seat on the bed beside Peter.

Peter noticed her coming in and looked as if he were trying to force his tears back. "I missed him a lot today," he finally said aloud in an emotion-choked voice.

"I know," May said, putting a hand on his thigh. "I miss him, too. But he was there."

Peter tried not to break down at the notion. _I know he was there. But he should have been _**_here_**_. And he wasn't. And that's all my fault._ "I can't help thinking..." _About how I let that guy go when I should have stopped him. About how I might as well have pulled the trigger because I didn't stop him._ "...about the last thing I said to him..." The tears started again, even as Peter fought them. "He was trying to tell me something important, and I threw it back in his face."

May could hear the self-denigrating anger in Peter's voice. He was blaming himself for something really stupid. That night, Ben had come home and been absolutely furious with him, but never once did his love for his flesh and blood falter. "Peter," she said, putting both hands on his shoulders and trying to get him to look at her, "you loved him. And he loved you. He loved you so much. He never once doubted the man you'd become. He knew you were destined for great things. So do I. You won't disappoint him."

Peter reached up and patted his aunt's hand. She was trying so hard to make him feel better. He could at least make the effort to meet her halfway.

She gave him a hug, then a gentle good-night kiss, and left the room.

Peter watched her go. He couldn't believe Uncle Ben had never doubted him. How could he not doubt the brash, angry young man Peter had become over the past two weeks? He'd let the arrogance of his newfound power rule his world, run his life, change his behavior...

...and that was when Uncle Ben's words began to make sense for the first time.

Peter closed the door to his room and knelt to pull out a plastic briefcase from under the bed, then opened it.

In it was the spider sweatshirt he'd worn that night. $3,000 dollars now seemed like such a petty thing to have spent his energy on chasing. He'd never make that mistake again. He put the shirt aside and reached for the item underneath...

...his sketch book.

Peter looked at the drawings he'd made of the costume he'd really wanted to wear that night. It had seemed silly, something showy and brash and colorful. It was all to show off what a human spider could do.

But that night, Peter had found out what Spider-Man could _really_ do.

And for the first time he really understood Ben Parker's admonition. _Remember--with great power comes great responsibility. Remember that, Pete. Remember that._

And as a new life goal began to take shape, Peter vowed he would.

* * *

The easiest part had been picking out the material.

Peter spent several days in fabric stores all over town, looking for just the right cloth for his new work clothes. He went to athletic stores, looking at body suits and other workout clothes, trying to get an idea of what other people who did strenuous athletic work with their bodies wore. He'd tried on clothes all over the place, trying to get a better idea of how his body was now proportioned, since many of his old clothes were really starting to feel tight and small. He'd pretended to be shopping for suits to get someone to measure him properly and find out how that was done. He'd visited seamstresses and watched them work to see how they cut cloth, how they pieced things together, how they created a coherent whole from a pile of fabric. He tried on sunglasses of all kinds, looking for just the right lenses that would keep the sun at bay and still allow even nighttime light through...and the right reflective effect to conceal his own rather distinct blue eyes.

Then he collected his money and went shopping for real.

The fabric he chose was a thin neoprene, the woven foam used in scuba suits and high-tech swim gear. He knew from the athletic clothes he'd tried on that neoprene was hot to wear but it conformed to his body extremely well, and he could move freely in it...and it even provided a thin layer of padding to help absorb some of the pressure forces generated from web swings and long jumps. It worked everywhere except for his hands--the neoprene was too tough on his fingertips, and he couldn't reach through it. So he'd found an ultra-thin spandex to match the bright red neoprene he'd picked for the top part of his costume and taken apart a pair of women's opera gloves to find a pattern for his own. Same for his feet; he'd picked out a flexible boot liner form to fit inside the bottom of the tights, to give him a complete head-to-toe sleek line, and had shaved out just enough thickness of the toe area to allow his feet to finally participate in wall-crawling.

But as he began putting the costume together, new challenges emerged--like how to sew this stuff? It was hard on needles and didn't feed well through Aunt May's sewing machine, which he was having to sneak time using and was deathly afraid of breaking. He finally lucked out when he saw a tailor getting rid of his industrial strength sewing machine, which Peter rescued and spent several frustrating days repairing. But the effort was worth it; soon the costume began to come together. Peter was particularly proud of the black web lines and menacing black spider he'd stitched on himself, cast on there as real web lines initially, then covered with black cording to create the pattern, stitched on securely since eventually the webbing underneath dissolved away to nothing. He stitched, he fitted, he revised, he worked for what felt like forever to create the perfect look--to bring the drawing on his page to life.

But when he finally finished, the results were better than he could ever have dreamed of. The costume fit like a second skin, and every one of his enhanced muscles looked as if they'd been sculpted into place. The gloves were so thin he felt almost barehanded. The boot liners protected his feet but allowed his toes to slip their hooks through for additional support in climbing. He'd even figured out how to work the webbing through the gloves--almost invisible buttonhole slits that pulled opposite directions when he flipped his wrists and reached into his palms to activate the spinnerets. And the mask gave him a bullet-like domed appearance, with none of Peter Parker's features visible underneath...not even his eyes, which were well-hidden behind bug-like white-silver polarized lenses.

Peter gave himself the once-over in his mirror, almost unable to believe that really was him. Then he realized that it was, and yet it wasn't. The man underneath the costume may have been Peter Parker...

...but the man looking back at him, looking sleek, spare, cool, and dangerous, was Spider-Man.

* * *

New York was a city of eight million stories, as writers had often said, but none were weirder than the ones beginning to circulate about a strange vigilante who'd begun appearing around town.

A Korean grocer and his wife, being robbed by two shotgun-wielding thugs, handed over every dime in their cash drawers in terror to the marauders...only to see some kind of net drop over the robbers as they reached the street and someone or something kick, punch, and thrash them within an inch of their lives.

And then the cash bag was thrown back into the store.

As they hurried to the door to see who their unknown benefactor was, they caught a glimpse of a shadowy figure bouncing away on some kind of bungee cord.

* * *

"This is not a man," one Indian taxi driver insisted to a reporter who was asking questions. "My brother saw it building a nest in the Lincoln Center fountain."

"I think it's human," a female dog walker responded. "It could be a man. Maybe it's a woman."

* * *

Alerted by ringing alarm bells to a jewelry store being robbed, police were stunned by what they found there--the two thieves, strung up like flies in a spider web with a ten-foot span across two light poles.

* * *

The papers were beginning to pick up the strange stories. They'd even begun using the name often found on the notes left at the scene--notes signed by someone calling himself "Spider-Man".

"He's got ropes coming out of his hands," one construction worker related. "And then he climbs up those ropes, just like a spider."

"I see the webs as a signature," one woman told a radio talk show host. "I see them and I know...it means Spider-Man's been here."

"He protects us," another caller noted. "Spider-Man--he protects the people."

* * *

Harry had only one complaint about the 9th floor loft his father had picked out for the two freshmen to live in: It faced the street. Manhattan had loads of traffic, lots of noise, and who wants to wake up every morning staring at other buildings?

Meanwhile, all Peter could think of was how he couldn't wait to leap off the balcony in his bedroom and sling webs down those glorious building-lined canyons that stretched out all around him.

* * *

"It's freaky," a cop told a TV crew at the site of yet another robbery foiled by Spider-Man. "I don't know, some kind of weird wacky-doo."

"It stinks," a Brooklyn delivery truck driver pronounced succinctly. "And I don't like it."

* * *

A woman being mugged in an alley was on her back as the crook held his gun trained on her and snatched her purse away.

Then something shot through the air and smacked against the purse, and it jerked away like a fish on a line.

The robber looked up--just in time to see the red and blue blur swing down and grab him by the neck.

As the two men swung away, the woman saw her purse dropped at her feet. She picked it up.

Inside was a note, hand-printed on a slip of graph paper--"Courtesy, your friendly neighborhood Spider-Man."

* * *

"A guy with eight hands?" a goth punk observed to someone reading a headline on one of the local tabloids. "Sounds hot."

"He's got these really cute tights," a woman giggled to her friend, "that just make you want to squeeze his..."

Peter made sure he hurried past that woman before she finished her comments.

But even on the subway, he couldn't escape it. Just this afternoon, a subway folk singer was strumming a song at the foot of the stairs at one of Manhattan's busiest stops: "Looks like a man, acts like a bug--I just think he needs a great big hug! Hey, look out, here comes the Spider-Man..."

* * *

It was hard not to notice Spider-Man. He was practically everywhere. Peter was spending almost as much time in the suit as out of it. In just three months, he'd become adjusted to a completely different sense of normalcy. He'd gotten stronger, faster, more agile, more graceful...and certainly more daring. Under the mask, he felt like a different person. Peter Parker was a shy nerd, carefully spoken, respectful of others, embarrassed to do anything that might draw attention to himself. But Spider-Man? Web-slinging, high-flying, wall-crawling, wire-dancing Spider-Man? He could say or do anything. And often did. Some of the brash things that came out of Spider-Man's mouth were things Peter Parker could never say aloud. But what could you expect from a guy who could shoot strong-as-steel silk out of his wrists and swing down Manhattan's crowded streets at close to 60 miles an hour, sometimes close enough to traffic to count the bugs on a cabbie's windshield, and yet land like a bird on the slimmest window ledge?

It was wild. It was fun.

And best of all, he was making a difference. A responsible difference.

And all of New York was asking: Who is Spider-Man?

* * *

"Who is Spider-Man?" J. Jonah Jameson slammed his copy of _The Daily Bugle_ down on his desk, infuriated at the headline on the front page of _his_ newspaper. No one made front page headline decisions except him..._no one_. "He's a criminal, that's what he is! A vigilante! A public menace! What's he doing on my front page?"

Joe "Robbie" Robertson, the city editor, stood at his editor-in-chief's desk, ready to stand by his decision to run this story. Like a lot of people, Robbie had thought Spider-Man was a myth until a subway wreck yesterday, when six people were pulled out of a burning train car just in time by a quick moving figure in red and blue, convinced him otherwise. One of the rescued was the young female reporter who'd written the story, who was now standing straight as an arrow, obviously intimidated by Jameson's bluster. But Robbie had been with J.J. long enough to understand that once you could get past the bluster, there was no one in the business more dedicated to getting the story and getting it right than J. Jonah Jameson. "He's news," Robbie replied.

The intercom on J.J.'s desk buzzed. "Mr. Jameson," secretary Betty Brant said, "your wife is on line one and wants to talk to you about the renovation plans for the house..."

J.J. cut off the call by picking up the receiver and slamming it back down.

Ted Hoffman, advertising manager, nervously poked his head into the office. When J.J. was on this kind of rampage, it was dangerous to be anywhere close to him, but this couldn't wait. "Mr. Jameson," he began, "we've got a page six problem..."

"We've got a page one problem," J.J. snapped back. "Shut up."

"Yes, sir." Hoffman retreated.

"He pulled six people from that subway car," Robbie insisted.

J.J. wasn't impressed. "From a wreck he probably caused." He gestured to the bad picture on the front page. "Look at him--he's fleeing the scene."

Betty tapped on the glass to J.J.'s office and mouthed the words "Your wife is on line one right now."

J.J. mouthed the words "Just hang up on her" and gestured the proper motion for the phone receiver in response.

Hoffman poked his head back in again. "They're very important clients. They can't wait."

"They're about to," J.J. informed him.

Robbie tried not to groan outwardly. J.J. was just impossible sometimes. "He wasn't fleeing the scene--he was probably going off to help somebody else!"

J.J. wasn't convinced. "Then why does he wear a mask? Huh? What's he got to hide?"

Betty raced into J.J.'s office, hot coffee in hand, trying to get his attention to deal with her immediate crisis. "She just wants to know whether you want the chintz or the chenille in the den," she said, looking exhausted as she put the coffee in front of her boss.

"Whatever's cheaper," J.J. decided.

Betty threw her hands in the air and left the room.

That gave Hoffman the chance he needed to get past Betty, who guarded J.J.'s office like a prison door, and get to J.J.'s desk and make him deal with this problem. "It's like this, sir," he explained. "We double-booked page six. Both Macy's and Conway's bought three-quarters of the page..."

J.J. couldn't believe someone was bothering him about something this trivial. Hoffman knew what to do in a case like this--shift one of them to a later edition. It wasn't like there was any shortage of unsold ad space in the later editions...

"We sold out all four printings," Robbie said, seeing the only opening he might get to change J.J.'s mind.

That got J.J.'s attention. "Sold out?"

Robbie knew he'd hooked him good. Now to set the hook. "Every copy."

That did it. J.J. would put his own mother on the front page if he thought it would sell papers. "Tomorrow, Spider-Man on page one--and with a better picture this time." He turned to Hoffman. "Move Conway to page seven."

"We've got a page seven problem then," Hoffman said meekly.

"Then move them to page eight and give them ten percent off."

"But..."

"Make it five percent."

"But sir, we can't do that..."

"Get out of here."

"Yes, sir." Hoffman left the room, trying desperately to balance ad sheets in his head.

Robbie, meanwhile, had his own problems. "We don't have a better picture," he said, pointing to the grainy distance shot on the front page of a figure swooping from the sky. "Eddie's been on this for weeks now, trying to find this guy. Nobody can get a good shot of him."

"What, is he shy?" J.J. picked up his cigar. "Hell, if we can get a picture of Julia Roberts in a thong, we ought to be able to get a shot of this weirdo." He stood up and looked out his office window, gesturing at the sky as if it were a giant typesetting board. "Tomorrow morning, headline: 'Cash money for a picture of Spider-Man'." He turned to Robbie and grinned triumphantly. "If he doesn't want to be famous...then I'll make him infamous!"

* * *

And to think Peter had once wanted to be famous. Well, now he was. Except he wasn't. Spider-Man was. Peter Parker was just a struggling college freshman who'd been fired from his job.

It was that subway car that did it. He'd been so busy rescuing people from it that he failed to notice that he was once again late for his job as a lab assistant to genetics instructor Dr. Curt Connors. But Dr. Connors noticed, and he'd sent Peter packing, that was it, no second chances. There were students lined up around the block who wanted his position, Connors had told him, and if Peter wasn't going to take his responsibilities seriously, then he would find someone who would. Peter had, for a brief moment, wished Connors' ever-present genetic study subject--a bright green iguana--would somehow develop some virulent genetic mutation and bite the creep and then see how he felt about responsibilities once _he_ had mutant superpowers. Then he realized he didn't wish this kind of life on his worst enemy, so he'd simply walked out.

And now here he was when he should have been at work, poring over the want ads, pounding the pavement, searching for a job. He'd left before Harry had gotten up, not wanting to share this with him yet. Harry, God bless him, had been incredibly flexible about rent. Harry had even told him on multiple occasions that as far as he was concerned, Peter could live there for the rest of his life rent-free if he would keep tutoring Harry so he didn't flunk out of classes. But Peter was driven by the whole axiom of "great power, great responsibility" that had now become his mantra in times of trouble, and he hated not being able to pay his own way.

There were times, he sometimes thought, when it might be easier to cast the whole Peter Parker life aside and spend the rest of his life under the mask, swinging through the streets, springing across the rooftops. He'd been all right keeping the two sides balanced during the summer, when there was no school to keep up with, when there were no job worries. But here it was mid-September, school was in full swing, Connors was demanding as much of his attention as he could give, and the crime wasn't letting up. He knew something had to give, but he wished it hadn't been his only source of income. The crime-fighting was getting to him--he saw villainy everywhere. His spider-sense sometimes didn't let up at all, not even during sleep; he'd waked up from one nightmare to find out he'd webbed the whole room and was _very_ grateful Harry had somehow slept through what had probably been a violent tussle with his some supervillain in his dreams. There were times he'd give his right arm to see a friendly face...

...like the very familiar one that had just stormed by him a second ago. Peter turned around, not sure he believed what he'd seen. "Hey!" he called to the red-haired woman's back.

She huddled her trench coat around her tighter. "Buzz off," she snapped, walking away faster.

Now Peter was certain he hadn't seen things. "MJ!" he shouted, running after her. "MJ, it's me--Peter!"

MJ looked up to see...wow, a face she hadn't seen in months. And one she'd missed seeing, at that. "Hi!" she said brightly, then suddenly felt embarrassed. She'd been so caught up in her own world that she didn't even recognize him at first. But then she wasn't sure she would have on second glance, either, if he hadn't said his name. He seemed different. His face was thinner still, his back was straight...and she'd have sworn his shoulders had gotten broader. Had it really only been three and a half months since school let out? He looked like he'd aged three and a half _years_. He was carrying himself like a completely different person...one she might not mind getting to know a little better. "What are you doing here?" she asked.

Peter held up the want ads. "Begging for a job. What about you? Are you acting yet?"

He'd remembered. God, if he knew what she was _really_ doing, he might not give her the time of day. "Oh, yeah. I'm headed to an audition now. I've had a few jobs. I'm working steady. In fact, I just got off a job."

Peter beamed. God, it was good to see a friendly face for once. And hers, especially. "That's great, MJ! You're doing it! You're living your dream!"

"Hey, glamour girl!" an angry Jersey accented voice called from behind.

Peter glanced over at the man. MJ wished he hadn't.

The shouting was coming from an overweight Hispanic cook who'd waddled out of the Moondance Diner on the corner where Peter had first seen MJ breeze past him. "Your drawer was short six dollars! Again! Next time that happens, I'm takin' it out of your paycheck!" When she didn't turn around, he bellowed louder. "Yo, Miss Watson! I'm talkin' to you! You got that?"

Exasperated, MJ whirled around. "Yes, Enrique, I get you, O.K.!"

"Well, it better not happen again!"

MJ turned back around.

"And don't you be rollin' your eyes at me!"

What, MJ thought, did he have x-ray vision? Or was the fact that her eyes were rolling that obvious from her body language?

Peter gave her a wry smile. Good thing she didn't have a secret identity to protect. She wasn't very good at it if she did.

Reluctantly, MJ opened her trench coat to reveal the red waitress uniform with its cheesy plastic "Mary Jane" nametag on it. "Some dream, huh?" she sighed with a hint of bitterness in her tone.

Peter did a mental debate over whether or not he should open his shirt so they could compare uniforms to see whose was the tackier color and pattern combo. "That's nothing to be ashamed of," he offered instead.

She smiled her thanks back. "Don't tell Harry."

The comment struck him as absurd. "Don't tell Harry?" he laughed.

She looked at him oddly. "I thought you guys were living together," she noted. Then, when she saw the confusion wasn't clearing, she added a bit of exposition. "We're going out. Didn't he tell you?"

The revelation took Peter aback. That would explain a lot of things, including why Harry was out a lot of nights when he should have been home studying...and why he was always evasive when Peter asked where he'd gone. But he was getting good at lying with a straight face. "Oh, yeah. Right."

MJ bought the lie, forced smile and all. "I think he'd hate the idea of me waiting tables. He'd think it was low."

"That's not low," Peter interjected quickly. "You have a job." He shrugged. "Harry...he doesn't live on a little place I like to call Earth."

That bit of candor made MJ laugh. There were times she thought the very same thing. "Thanks, Pete."

He smiled. Those little coy looks she gave could still make his day.

"We should catch up sometime," she noted as a way to end the conversation on a good note, then started to walk away.

"Yeah," Peter agreed, then noticed she was already leaving. "Maybe we could get some lunch some evening?"

MJ turned around and gave him an odd look.

_Jeez, Peter Parker, you are still such a dork,_ he chided himself. How could he be so glib-tongued to a gun-wielding thug but be completely at a loss in front of such a disarming beauty? "I mean...maybe I'll come in for a cup of your Moondance coffee sometime. And I won't tell Harry."

She laughed as she turned to go again. "No, don't tell Harry," she scolded.

"I won't," Peter promised. Then he just watched her go, his heart sinking with every step she took. "I won't tell Harry," he sighed. _I may _**_kill_**_ him, but I won't tell him._

* * *

The rest of the day didn't get any better for Peter. The want ads in the _Tribune_ were dreadful, and not one of them had turned up a positive lead. Frustrated and wondering what he could pawn to come up with his share of the rent money this month, Peter rode the elevator up to the 9th floor and trudged into the loft.

Norman Osborn, standing under the spiral staircase to the loft bedrooms and chatting away on his cell phone about his company's five new contracts they'd picked up in the wake of the Quest Aerospace collapse, gave a bright and friendly "Hello!" wave to Peter as he came through the door.

_Great,_ Peter thought. _Landlord's here. Just what I need right now._ Then he saw Harry sitting at the dining room table, books spread out before him, looking frustrated at his homework...the one person Peter absolutely, positively did _not_ want to see right at that moment.

Harry looked up, saw the disconcerted look on Peter's face, and thought he understood. "Stormin' Norman's making his weekly inspection," he grumbled. "He's spent half of it on the phone."

Peter tossed his jacket aside onto a chair and dropped the paper on the table. He wondered for a second if either man would notice if he took a flying leap out a window and went slinging away, heading for somewhere else..._anywhere_ else...

"I am _so_ glad you're here," Harry said, gesturing over his books, "because I am _so_ lost..." Then he noticed the look in Peter's eyes. It was a look of bitter defeat. "What's the matter? You look like you got second place in the science fair."

_No, I got second place in the maiden fair,_ Peter started to reply, then decided that wasn't a good answer. He tried to find a part of the truth that would explain his mood and wouldn't be a complete gloss-over at the same time. "I was late for work and Dr. Connors fired me."

Harry tossed his pen onto his papers. "You were late again?"

Peter nodded and sighed.

"I don't get it," Harry said, shaking his head. "I mean, where do you go all day?"

_More places than you ever will._ "Around."

Norman snapped his cell phone closed. "Ah, Peter Parker," he greeted warmly. "Good to see you. Maybe you can tell me who she is."

_Oh, great. He'd better not be talking about what I think he is..._"Who?" Peter asked innocently.

"Dad...," Harry groaned.

"This mystery girl Harry's been seeing," Norman answered, ignoring his son's insolence. _Boy could learn a thing or two about respect from his roommate._ "Harry won't even tell me her name."

"Dad...," Harry said, a bit more insistently as he shook his head.

Norman was aggravated. No one said no to him. "When do I get to meet her?" he asked, his tone sharper.

"Dad!" Harry pleaded, trying to prevent any further damage to Peter's already bruised and battered ego.

"I'm sorry, Mr. Osborn," Peter replied, casting accusing eyes at Harry, "but Harry hasn't mentioned her."

Harry was hoping that was just frustration at the way Peter's day had gone in his tone and not something else. He thought frantically, trying to come up with some way of changing the subject. "Uh...Pete...um, you're probably looking for a job now, right?" He looked at his father. "I mean, I'm sure Dad could probably help you find something..."

"Oh, no," Peter said quickly, backing away from the table.

Norman beamed. That was the first useful thing his son had said in ages. "Of course I could. I'd be happy to make a few phone calls. No trouble at all..."

"No, thank you," Peter said, a bit sharper than he intended to. Then he realized why he was feeling edgy...

...his spider-sense was tingling.

But why? He was surrounded by friends, or at least people who weren't enemies, people who wanted to help him. The only danger he seemed to be in was the danger of losing his unemployed status. He thought quickly. "I...I really appreciate the offer, Mr. Osborn, but I like to earn what I get. I can find my own work."

_Oh, great,_ thought Harry. _Thanks for spitting in my father's face._

But Norman didn't seem to mind Peter's response at all. In fact, he was smiling broader than Harry had ever seen. "I respect that. You want to make it on your own steam. That's good. That's wonderful."

Peter felt his nerves calm down slightly. But something about Norman Osborn still made him uneasy. Maybe it was the way the man kept blatantly spurning his son in favor of Peter for whatever reasons that Peter still couldn't fathom--even now, Norman was pointing out to Harry that Peter was managing to keep up with his studies and still have enough energy to look for work, not just sit around and waste time and money on socializing with unknown pretty girls. Peter felt his head spinning, and he felt weak, as if just the experience of holding up under the weight of the day was draining. He reached into the refrigerator to get some orange juice to replenish his blood sugar--a spider's rapid metabolism was one of the more interesting side effects of his mutation, and while it was useful in helping him recover from strenuous activity quickly, it was also something Peter had to keep a close eye on. He tried to concentrate on something else, like finding his own job, as he flipped over the _Daily Bugle_ that Harry had left on the counter...

...and synchronicity once more paid his life a visit.

"So, Peter," Norman said, hoping to engage his surrogate son in conversation, "what other skills do you have?"

Peter stared at the front page of the _Bugle_, which had J. Jonah Jameson's "Reward" headline, and a plan began to come together. "I was thinking of something in photography."

* * *

It was a pretty ingenious plan, Spider-Man had told his alter ego a couple of times today. Follow your spider-sense and let it find trouble. Set up the camera in an inconspicuous place--like where it was right now, in a tight funnel web in the crook of a lamp post. Set it to auto-shutter. Hit the timer button. Then swoop in. Voila, instant action shots.

Like the ones he was getting right now of six men attempting to rob an armored car. The flash going off on the camera distracted their attention for a second, just as Spider-Man swung in on a webline. Six against one--very poor odds. Spider-Man almost felt sorry for the armed men.

Almost.

Then he got serious, springing around like a rubber ball, bounced up high, stretched down low, dodging blows, knocking heads together.

And when it was all done, he turned to the camera and posed. "Cheese!" he called as the camera flashed again.

* * *

And just like that, Peter Parker had earned a trip into J. Jonah Jameson's private sanctum.

Robbie Robertson had developed the film himself--Peter had thought far enough ahead to realize that he had to convince the _Bugle_'s staff that this wasn't trick photography, and even thought of other ways to cover his bases, like refusing to reveal how and where he'd gotten the shots until they'd made at least a preliminary commitment to buy them. They were good enough for Robertson. But would they be good enough for Jameson?

J.J. looked over the shots. Then he looked at the kid in the chair across from him. Jeez, these would-be journalists were getting younger all the time. J.J. wondered if the kid even shaved yet. He'd bet money the kid was only barely of legal age. Probably his only real journalism experience was his high school's paper.

Still, though, the kid had brought him pictures of Spider-Man. And they were good shots, too. Clear, crisp, like he'd been right in the middle of the action. But J.J. had a poker face worthy of a Vegas champion. "They're crap," he said, putting a picture down.

Peter gave J.J. his best _you've gotta be kidding me_ look.

"Crap, crap, megacrap," he said, sorting through the rest of the photos, then tossing them aside. "I'll give you two hundred for the lot of 'em."

For a brief moment, Peter wondered if J.J. had a cousin who was a wrestling promoter. "That seems a little low," he suggested.

J.J. waved them off. "Then go peddle 'em someplace else."

J.J.'s intercom buzzed. "Mr. Jameson," Betty said, "your wife says the tile for the foyer is out of stock."

J.J. picked up the phone as Peter stood up and gathered the photos into a stack and slipped them into a manilla folder. "Tell her to put down a rug," he said, then slammed the phone down and looked up at Peter. "Sit down!" he ordered. "And gimme that!"

Peter sat back down again and handed J.J. the manilla folder.

J.J. looked at the photos once more. Jeez, this kid drove a hard bargain. "Three hundred. Standard freelance fee." He pulled out one of the photos from the armored car heist and handed it to Robbie. "Tear up page one and run that instead."

Peter's eyes lit. He was going to be on the front page of the _Bugle_. He _and_ Spider-Man would. This was cool.

"Headline?" Robbie asked.

J.J. drew it in the air with his hands. "Spider-Man: Hero or Menace? Exclusive _Daily Bugle_ Photos..."

Peter was offended. "Menace? But he was trying to save that armored car from being robbed..."

"Tell you what, Atticus--you take the pictures, I'll make up the headlines," J.J. snapped in machine-gun tones. "That O.K. with you?"

Peter decided discretion was the better part of valor. "Yes, sir."

"Goodie." He signed a cash voucher and handed it to Peter. "Give this to the girl at the desk. She'll see that you get paid."

Well, that would do for a start. But Peter was after a long-term commitment. "I'd like a job, sir."

"No job!" J.J. retorted. "Freelance! Best thing in the world for a kid your age." He stood up and walked over to Peter's chair.

Peter got the hint that it was time for him to leave. They could discuss this later.

"Tell you what, junior," he said, patting Peter on the shoulder, "you keep bringing me pictures of this newspaper-selling clown, and I might take 'em off your hands. But no job!" He thought for a second. "Meat! I'll send you a box of Christmas meat! Now get outta here and get me some more photos!"

Peter had half a mind to turn vegetarian as a twisted way of getting even, then decided this was a battle that could be fought at another time. Now to make sure he actually got the money he'd been promised this time. He headed over to the secretary's desk.

Wow, she was a looker. Asymmetrical bob haircut, bright eyes, heart-shaped face. Maybe he'd have better luck with a girl who didn't know his life story. "Uh, Mr. Jameson said to give this to you and you'd take care of it?" he said, handing her the voucher.

She looked at it, then initialed it. "Welcome to the _Daily Bugle_," she said with a smile.

"Thank you." Wow, a woman actually smiled at him, and it wasn't a smile of pity. This was a first. "I'm Peter Parker."

"Nice to meet you." She opened a ledger-sized checkbook to fill out a check for him.

Well, this was as far as he'd ever gotten in the past. Now what to do? "I'm a photographer," he added.

She gave him a head to toe appraisal and quickly pegged him. Nice kid, but a hapless geek. "I can see that," she noted, looking right at the rather prominent camera around his neck.

Peter sighed. Maybe he should just wear a sign that said "Hapless Geek". It would be easier then to understand the constant dismissive reactions he always got.

* * *

And so for the next few weeks, Peter Parker made his rent money by taking pictures of himself. Robbie managed to convince J.J. to increase Peter's pay to $500 a roll, which made Peter's wallet a little healthier, if not his ego. Every time he thought J.J. had come up with all the nasty things he could possibly say about Spider-Man, he'd invent some new one and Peter would once more wonder why in the world he even bothered. The only consolation he had was the notion that if J.J. ever found out that he was paying $500 a pop for his new photographer to set his camera on auto-shutter and pose heroically, he'd have a coronary.

Somehow, Robbie Robertson sensed Peter's growing discomfort with his role at the _Bugle_ and interpreted it to mean that the young photographer's talents weren't being correctly used, and managed to sneak him other work--press conferences, PR appearances, and the like. That made things a little more tolerable for Peter.

But still, things were uneasy in the 9th floor loft. He felt jealous of Harry--the man had everything Peter didn't, including the woman Peter loved. He didn't have a financial care in the world. He had the world on a platter. Of course, he also had Norman Osborn for a father, and that would somehow have seemed to Peter to be an almost fair offset on the balance sheet of life if he weren't working for Norman's virtual twin, J. Jonah Jameson. Peter wondered if maybe Norman and J.J. should get together and compare notes on the young ingrates they were molding and shaping, except he'd already heard J.J. call Norman a "self-aggrandizing bastard" during a staff meeting about covering the upcoming OsCorp-sponsored World Unity Festival. When Robbie reminded J.J. that Norman was a friend, J.J. had snapped back that "you should hear how I talk about my enemies!"

Peter didn't need to. He got to read it on the front page of the _Bugle_ every day.

* * *

Norman Osborn was wrapping up a speech that he was sure would give both his friends and his enemies on OsCorp's board of directors everything they wanted to hear. "Ladies and gentlemen of the board," he said with a smile, "it is my great pleasure to announce that OsCorp has surpassed Quest Aerospace as the leading technology supplier to the U.S. Defense Department. In short, costs are down, revenue is up, and our stock price has never been better." He leaned back in his chair with a self-satisfied smile on his face.

"Wonderful news, Norman," Henry Balkan replied from the other end of the table. "In fact, it's the reason we've decided to sell the company."

The smile vanished off Norman's face instantly. Had he just heard what he thought he'd heard? "What?"

Balkan closed his presentation notebook calmly and leaned forward slightly in his chair, as if he were finishing a performance appraisal of an underling. "Quest is recapitalizing in the wake of the bombing and is looking to expand. They've made us a tender offer we can't refuse."

This absolutely could not be happening. This was his company, dammit--how could this whole thing have happened right under his nose? Norman looked aghast. "Why wasn't I told?"

Balkan was maddeningly calm as he picked up an elegant china coffee cup. "The last thing they want is a power struggle with entrenched management."

"The deal is off if you come with it," Fargus interjected. "The board expects your resignation in thirty days."

Norman's anger boiled. "Y-you can't do this to me!" he snapped. Then he tried to get hold of himself and sound reasonable. "I mean, I _started_ this company."

Calm, placid, resolved faces around the room looked back at him. And it was infuriating. "Do you have any idea how much I've sacrificed?" he shouted, his voice raspy with anger.

The tone made everyone in the room jump, and several eyes looked away.

Norman knew he was losing control, and it frightened him. He looked at Fargus, desperation in his eyes and in his voice. "Max...please..."

Fargus just gave him a cold glare. "Norman, I'm sorry, but the board's decision is unanimous," he responded. "We'll be announcing the merger after the World Unity Festival tomorrow."

"You're out, Norman," Balkan said, sipping his coffee to punctuate his point.

Norman's heart sank with humiliation. And his blood boiled with resentment. "Am I?" he said in a low, hissing voice.

* * *

It seemed like half of New York was out at the World Unity Festival, held in the heart of Times Square on a pleasant late October afternoon. Many of them were standing around grooving to Macy Gray singing "My Nutmeg Phantasy", others milled around enjoying the free food and drink, still others walked around in appropriate country costume dresses from around the world. And Peter Parker was busy snapping pictures of all of it, wondering on more than one occasion if anyone would notice him scaling a lamp post to get above the crowd to both improve his shots and get him out of the crush of people. He'd never been claustrophobic, but after months of wild web swings and roof runs and flying high above the city in general, Peter was really starting to hate having to stand on solid ground and especially didn't like drowning in a teeming sea of humanity. His spider-sense was getting quite a workout as he managed to avoid being stepped on, jostled, or having his pockets picked in this bustling, partying crowd. But even with all that quick-stepping and fast focusing, he still couldn't avoid seeing people with their copies of _The Daily Bugle_, with yet another anti-Spider-Man headline juxtaposed against a Peter Parker exclusive photo. Ugh. There were times he wondered why he bothered. He took a few shots of the massive hot air balloons overlooking the street, then reloaded his camera and turned it up to the Empire Grand Hotel, with its towering statues of Hercules holding up the balcony ten stories up, where the OsCorp board of directors was holding court over the festival they'd sponsored.

Foreign dignitaries. Cool. He snapped the shot.

OsCorp big-wigs. Funny, where was Norman Osborn? That in and of itself might be news. Another snap.

Harry Osborn, pinning something to his girlfriend's beautiful Chinese silk dress...to MJ's beautiful Chinese silk dress...

Peter lowered his camera. There was something he knew he didn't want to see. Seeing MJ and Harry so happy together brought back the most unpleasant memories of high school, of the days when she was royalty and he was of the untouchable caste. But it was like a train wreck, and he couldn't help but stare.

* * *

Harry finished pinning the souvenir World Unity Festival pin, complete with OsCorp logo, to the shoulder of MJ's beautiful Chinese silk dress. It was a gorgeous burgundy print fabric, but it wasn't at all what he'd had in mind for her to wear to this special occasion. "MJ--why didn't you wear the black dress?" he questioned. "I mean, I want my father to be impressed...and he loves black."

MJ was offended. She'd worked hard on this dress. It was handmade, taken from a painting of a Chinese Empress she saw in an old theatrical costume book. She'd taken the effect all the way with tortoise-look lacquer hairsticks and gold cloisonne fan-shaped earrings and a burgundy padmina shawl. Her only little black dress was a slinky sweater dress, and while it might be appropriate for clubbing, she would have thought something in the theme of world unity would work better today. "Don't you think he'll be impressed with me no matter what? After all, you think I'm pretty, don't you?"

Harry beamed. "I think you're beautiful." He pushed aside a stray strand of her hair and leaned in to kiss her.

MJ turned away from the kiss, suddenly feeling less than desirable. She was beginning to realize Harry had just brought her here to show off like a trophy. And she wasn't sure she wanted to be somebody's trophy girl. She'd already been through that with Flash. For once, she wished somebody would want to be with her just for her, not for the decoration she could be on someone's arm.

Harry sighed. Man, he'd made a mess of that. He hoped nobody saw how badly she'd snubbed him...

...and then realized that somebody had.

* * *

Peter's eyes widened as MJ turned away from Harry's kiss. She'd spurned him. She'd openly spurned him. Maybe there was hope yet...

...and then he locked gazes with Harry.

* * *

Harry suddenly realized that the one person he absolutely, positively did _not_ want to show MJ off to had just seen the two of them together. _Oh, man...he will _**_never_**_ forgive me for this._ He gently took MJ's shoulder and steered her away from the balcony. "Uh--I think I left my drink inside," he said quickly. "Come with me?"

MJ smiled. He had, after all, said she was beautiful. Anyone who thought that about her couldn't be all bad. "Sure."

They headed off together.

* * *

Peter sighed as they walked away together. He wanted so badly to just scale that wall and sweep her away, to tell her that she wasn't just a trophy to be shown off, to show her that she was truly loved. His emotions were whirling, his nerves were tingling...

...and that's when he realized his spider-sense was going off like mad. There was something wrong. There was something _very_ wrong. And it was getting more wrong by the second. He looked around, trying to find what had triggered the reaction.

* * *

MJ was trying to figure out what triggered Harry's desire to pull her away from the balcony so fast. Instead of snagging a drink from a passing waiter, he'd stopped to talk to two of the board members--Fargus and Balkan, he'd said, though she wasn't clear on which man was which. But she got the very distinct sense that they weren't interested in talking to him.

"Mr. Fargus," Harry said, bending over to the man in the wheelchair, "have you seen my father yet today? I can't seem to find him anywhere."

Fargus and Balkan exchanged uncertain glances. "Uh...I'm not sure he's coming," Fargus responded.

Not coming? That seemed absurd to MJ. Wasn't this whole thing sponsored by OsCorp? Why wouldn't the founder of OsCorp be there?

The sound of a low-flying jet got the attention of everyone on the balcony. They all looked up.

* * *

The roar of a jet engine began to attract attention on the ground as well. Even Macy Gray stopped singing as everyone looked up at the small, sleek jet whisking by overhead.

* * *

"What the Hell is that?" Harry asked.

"Must be new this year," Fargus observed as the jet swept around skyscrapers and skimmed toward the crowd like a surfer on the Jersey shore.

* * *

Peter felt the low-flying jet engine vibrate his cells down to the very core of his being. He could feel the air move as the distant object swooped close by. This was not right. No way was a plane supposed to be this low over the streets of Manhattan. And his spider-sense was sounding a five-alarm warning in his brain. He kept the jet in sight.

Wait. That wasn't a jet. Or at least, no jet he'd ever seen. He'd swear it was a flying boogie board, with a man in bright green metallic armor piloting it through the air like an extreme surfer on a Hawaiian wave...

...and that was when he remembered the story Harry had once told him about his father getting inspiration to build a one-man jet after watching Harry and his friends skimming waves on the Jersey shore. Was it an OsCorp demonstration, something new this year? The crowd certainly seemed to think it was; they were all cheering wildly. But if it was, why did he feel like he was going to be attacked any second?

* * *

Balkan was staring through his binoculars at the approaching object. "That's our glider!" he shouted.

Fargus looked up at his counterpart. Only at that moment did he remember that the thing had been stolen five months ago and hadn't been seen since...until now.

* * *

The jet glider wove its way through the maze of hot air balloons, bouncing off them like a pinball, and swooped by the balcony. Its pilot roared with laughter and flung an object the size and color of a small pumpkin at the statues of Hercules.

* * *

Peter watched the pumpkin-orange object strike the stone pillars and realized too late what it was...a bomb.

The explosion rocked the entire building, including the balcony. People and debris went flying.

The crowd went into full panic mode.

And Peter couldn't figure out where to even begin trying to save people.

* * *

The blast split the balcony into sections, including a big crack between Harry and MJ.

MJ lost her footing and toppled against the railing of the balcony. Then the balcony began to topple away from the building. She screamed.

"MJ!" Harry shouted, horrified.

"Help me!" MJ cried, terrified, trying desperately to climb back onto the section still attached to the building.

A section of the narrow ledge she was on broke off and toppled toward the street. She clung to the stone balustrades, trying not to fall ten stories straight down.

* * *

Peter could see the huge block of debris falling ten stories straight down, ready to drop onto a young couple who were frozen with fear. He shot two webs into their backs and yanked on them hard.

The couple felt themselves jerked away at the last second and fell to the streets, shaken but unharmed.

Peter looked up and saw the jet swooping back again for another pass. He raced for a nearby alley, unbuttoning his shirt as he went.

* * *

"Help me!" MJ cried out as the balcony ledge slipped further.

"Mary Jane!" Harry shouted, trying to reach for her.

A chunk of debris hit him in the head and knocked him out.

MJ screamed.

The roaring jet engines were close to her now. She looked behind her.

* * *

Balkan was trying to help Fargus, whose wheelchair had been knocked over and damaged in the first blast. They were sitting ducks as the jet and its pilot came close enough for them to see.

They would wish they hadn't seen. The pilot was wearing OsCorp's armored flight suit and a brilliant green metallic mask that made him look like a giant goblin. And he was cackling with wicked, maniacal laughter. "Out, am I?" he said in a roaring rasp.

At that moment, Balkan and Fargus suddenly realized who their attacker was.

It was the last realization they would ever have as the Goblin tossed a pumpkin bomb into their midst and swept away.

One brilliant flash of light later, the OsCorp board of directors had been vaporized into grey ash.

The Goblin's jet made another pass toward the building...toward the damsel in distress desperately hanging on to anything she could on the slipping ledge. "Hello, my dear," he leered.

MJ screamed at the top of her lungs.

"It's Spider-Man!" someone shouted from below.

And just like that, the green armored man disappeared from MJ's view as a red and blue blur swung down on a line and crashed into it.

The Goblin toppled onto a VIP canopy tent.

The glider swooped away and crashed into the five-story hot air globe suspended above the plaza, slicing through it like a rocket.

Spider-Man alighted onto the wall of the Empire Grand, trying to figure out the best way to get to MJ, when suddenly he heard a creaking sound.

The globe balloon was collapsing, taking out the huge wooden arch that welcomed visitors to the World Unity Festival. People underneath it scattered...except one little boy, paralyzed with fear.

"Get out of there, kid!" Spider-Man shouted.

The boy wasn't moving.

The extreme time dilation aspect of his spider-sense made Spider-Man crazy sometimes. For all he knew, what he could see unfolding in great detail was taking only split seconds to occur. No way the kid would have time to move before that entire structure fell. He shot a web across the way and propelled himself toward the little boy.

The balloon's shadow engulfed the boy. His mother screamed for him to move.

Spider-Man stretched his body into a long, straight line to avoid scraping the ground as he scooped up the little boy.

The rush of air from the balloon hitting the ground gave Spider-Man just the push he needed to completely clear the mess. He touched down easily and handed the little boy to his mother.

"Oh, thank God...," the woman sobbed, holding her little boy close.

Spider-Man's spider-sense reacted again, this time focused on the VIP tent. He looked over at it.

The Goblin had stood up out of the collapsing ballooning canvas...just in time for the police to arrive. "Hold it right there!" an officer shouted.

The Goblin raised his hands. "I surrender!" he shouted in a mock concessional tone.

The officers rushed over to him.

"Oh, boy...," Spider-Man moaned aloud. This was _not_ going to be pretty.

Sure enough, the Goblin was soon knocking officers around right and left. Bodies were flying. Chaos had taken hold.

Spider-Man sprang into the air, did a forward flip over a table, and landed right at the Goblin's feet. He threw his best right cross right at the armored man.

Any other man would have been sent flying across Times Square. The Goblin, though, caught Spider-Man's fist in mid-air and held it firm without budging. "Impressive!" he mocked, then pounded Spider-Man square in the chest with a hard karate kick.

Spider-Man flew backwards, through a pyramid of champagne glasses on a buffet table, finally crashing against a lamp post, which the force of the blow snapped in two like a twig.

It took a moment for Spider-Man to shake off the blow. Were it not for his body's amazing ability to take an awesome amount of pounding physical forces, he had no doubt he'd be dead right now. A normal man's breastbone would have shattered from that blow. As it was, he knew he'd have a horrible bruise there by morning. The bigger bruise, though, was to his ego--it was clear that the Goblin had every bit of the strength that he did, and definitely had better armor. For a twisted second, he wondered what kind of creature had bitten the Goblin...

...and then dropped the entirety of the speculation and took off running. Because now the Goblin's glider had caught up to him, and the Goblin was back on it and activating buttons on his sleeve to launch a hail of bullets from an onboard machine gun at Spider-Man's feet. Desperate to draw the fire away from the crowd, Spider-Man shot a web into the air and snagged the underside of a balloon. He pulled on the web and used the elastic action to propel himself upward, then flipped onto the topside of the balloon.

"Help!" MJ screamed as he came back into her view.

Spider-Man could have kicked himself for forgetting completely about MJ's predicament. That shorn piece of the balcony was dangling only by the rebar built into its decking, and there was nothing beneath her but hard concrete and sharp rubble ten stories below. Using the balloon he was on like a trampoline, he bounced up into the air, landed on a closer balloon, rebounded into the air once more...

...and was crashed into from behind by the Goblin, jetting up to him at full speed.

The two men smashed into the Empire Grand's stained glass windows. Glass flew everywhere, but the rebar-re-enforced window frame itself didn't give way.

MJ ducked away from the flying glass, then realized that every move she made caused the balcony to move more. She could only watch the fight unfold in horror.

The Goblin now had his jet board hovering almost a full story above the remains of the balcony, holding Spider-Man up with him, smashing the man's head repeatedly into the windows. MJ was sure he'd be dead in seconds...

...then, amazingly, he rallied. Spider-Man elbowed the Goblin in the head, then the abdomen, then managed to get enough leverage to shove the Goblin's head into the window.

The Goblin fought back and shoved Spider-Man off the glider and onto what was left of the balcony.

The vibration of his landing made the broken ledge slip further. "Help me!" MJ pleaded.

"Hold on!" Spider-Man urged, turning to reach for her.

Suddenly, she saw what he could not--the Goblin recovering his senses and turning his board toward Spider-Man. "Watch out!" she called.

Spider-Man whipped around and blasted a burst of webbing into the Goblin's face.

Any other man hit in the head by high-pressure steel cable at that range would have had his head torn clean off. As it was, the sticky silk engulfed the eye and mouth area of the Goblin's mask. He clawed at it frantically.

Spider-Man backflipped underneath the glider and slammed his right fist into one of its hovering engines, then ripped out a handful of wires and hoses.

The jet glider spun out of control and threatened to crash into another building.

At the last second, the Goblin got enough control to steer away, but it was clear he was a wounded duck and needed to strategically retreat and regroup. "We will meet again, Spider-Man!" he shouted back to his new archrival as his glider sputtered off into the distance.

And as he did, the balcony slipped again.

And MJ could no longer hold on, and fell away with a scream.

Spider-Man dove straight down off the edge of the balcony and prayed to God that he'd pushed off with enough force to offset the speed of gravitational acceleration at which she was now falling.

His fingers brushed her dress. It was all the grip he needed to pull her into his chest. He quickly flipped around and shot a web into the remains of the balcony.

The line acted like a bungee cord, catching them mere inches from the ground and springing them back upward.

He secured his grip on her, then let go of the line and slung another web to take them away.

And the crowd below let out a roar of cheers as he did, a spontaneous show of appreciation for his valiant effort against the Goblin.

MJ wrapped her arms around his neck, clinging to him for dear life as they dangled ten stories off the ground, wondering if he was merely taking her to his lair to be his late day snack, like the monstrous mutant bug-man the papers were painting him to be...and then realized what was happening.

He wasn't kidnapping her. He was taking her to safety. He was making sure she was securely held in place, making no sudden moves, gently shifting her from one massively muscled arm to the other as he needed to change hands to shoot a web a different direction, moving gradually farther and farther from the danger zone. She found herself looking at his hands, trying to figure out where the webbing was coming from...and realized it truly was coming straight out of his wrists. Her fingers felt the wall of muscles across his back, shoulders, and chest, realizing there was no padded rubber suit at work here. _My God...he's amazing. He's incredible. And he saved me._

And he'd swept her off her feet. For the first time in her life, Mary Jane Watson had been literally swept off her feet by a man who didn't want her for a trophy, a prize, or a decoration. He'd swept her away to protect her because for some reason he thought her life was valuable...worth saving.

It was exhilarating. And it was incredible. _He_ was incredible. Her fear was gone, replaced by a sense of excitement and wonderment that she didn't know she could feel.

They swooped around the spire of a church, and he let the line go and lightly landed on a nearby rooftop garden of one of Manhattan's many posh hotels, making sure her feet didn't touch the ground until enough of his momentum had stopped to let her down safely.

She was almost sorry the ride was over, and only then realized she'd been giggling as they landed. _God, he probably thinks I'm some stupid schoolgirl,_ she mentally lamented.

He finally let out a hard breath of exhaustion. Only then did it occur to her how physically demanding that entire effort must have been for him. Still, he didn't seem any worse for wear as he appeared to be looking her over head to toe, as if to make sure she was all right before he finally took his hands off her. "Well," he said, slightly breathless, "it beats taking the subway." Then, for the first time, they noticed they weren't alone on the rooftop. "Don't mind us," he reassured the young couple who'd been quietly enjoying their privacy before someone had literally dropped out of the sky to join them. "She just needs to use the elevator." Then he turned to go.

"Wait!" she said, grabbing him quickly to stop him. She couldn't let him get away without at least finding out his name--or at least, something other than what the newspapers called him. "Who...who are you?"

"You know who I am."

MJ was taken aback. "I do?" His voice did sound vaguely familiar, but not anyone she recognized immediately. It was a young man's voice--late teens? Early twenties?--but one with authority and self-assuredness that belied the probable chronological age apparent in its timbre. She wished she could see into his eyes, maybe pick up a hint from his facial features, but his mask and white-silver eye lenses completely concealed any clues to his identity.

But his next comment made clear that if she could see his eyes, they'd be twinkling with mischief. "Your friendly neighborhood Spider-Man," he said with a laugh in his voice, then sprang into the air, did a double front flip, and dove off the terrace.

She rushed to the edge of the rooftop and watched as he caught a building with a web, then went slinging his way down the street on those incredible web lines. She would have sworn he was literally bouncing off walls, and thought she caught the faintest echo of an exuberant "Woo-Hoo!" as he swung away.

She felt like shouting it with him. Wow. What an awesome experience. And what an awesome man. He was strong, mysterious, heroic, amazing...

* * *

"Incredible?" Harry said incredulously into his cell phone. "What do you mean, he's incredible?"

It was all Peter could do to keep from smiling as he rested casually on the arm of a wingback leather chair in the loft's den, watching Harry's flustered expression as he finally got hold of MJ only to have to listen to her waxing poetic about another man. But he could hardly blame her for her incredulity--he had been on the world's highest high on that swing back to the loft, so high that he'd almost forgotten to go back to Times Square and fetch the camera he'd webbed to a street sign and set on auto-shutter so that he'd have pictures of the whole thing for the _Bugle_ tomorrow morning. The feeling MJ was expressing to Harry was mutual--she was incredible, too. He'd often fantasized about what it would be like to hold MJ in his arms, to sweep her off her feet, to show her how important and beautiful and incredible she really was. And it was everything he'd ever dreamed it would be, and more. He could still smell the richness of her perfume on her neck. His fingers still felt every inch of her small, delicate waist. His chest had practically absorbed the sensation of her heart pounding with fear...then with wonder...then with exhilaration as they'd swung through the city together. And that last look in her eyes--a look of deep gratitude, of heartfelt sincere thanks--would linger in his mind for the rest of his days. If he died tomorrow, he'd still be the happiest man who ever lived.

So happy, in fact, that he'd almost forgotten Harry had no clue what had happened.

Harry had arrived back at the loft about an hour ago, completely distraught. He had blood on his shirt from the head wound he'd received on the balcony, but was otherwise unscathed. MJ was gone when he came to, Harry told him, and he barely caught a glimpse of Spider-Man swinging away with her in his arms. He'd been frantic ever since, wondering if "that monster" had kidnapped her. He'd been trying to get hold of her for hours now, but she wasn't answering her phone. He'd paced the floor of the loft, extremely upset, trying to figure out whether "that mutant menace" would ask for a ransom, how much it would be, whether his dad would give him the money for a girl he hadn't even met, wondering if he should call the police, getting mad at Peter for not being more worked up over this. But when he finally managed to get her to answer the phone, of all things, he was having to listen to her giddy giggling exclamations of how "incredible" her rescue--and rescuer--had been.

The delicious irony. Harry, who had stolen Peter's dream girl out from under his nose when Peter wasn't looking, had his dream girl stolen out from under his nose by Spider-Man when he wasn't looking. And, Peter decided, it couldn't have happened to a nicer guy.

"Look, I'm going to come over there," Harry was continuing, trying to get her to calm down and stop talking about this guy as if he were some divine being who'd swept down from on high. "What do you mean, no? No, I know you're all right...I was just worried..."

Peter could almost hear Harry's mind screaming _Stop saying he's incredible!_

"O.K.," Harry continued. "Why don't I pick you up tomorrow morning? We'll get some breakfast...and then I'll take you out and buy you something." A pause as he listened to her response. "Because I want to. Because it'll make you feel better." He was clearly not getting the response he wanted, and it was written all over his face. "O.K, I'll see you tomorrow. And...uh...MJ...what did you mean by 'incredible'?"

Peter had to turn away to keep Harry from seeing the smile on his face.

"O.K.," Harry sighed. "Sleep tight. Don't let bedbugs..."

The phone went dead. Appropriately, Peter thought, because bedbugs in the old rhyme had meant, among other things, spiders. And MJ was clearly an arachnophile.

Harry tried to casually pocket his phone as he turned around to face his roommate, but he was clearly shaken by the call. "She's...fine," he said aloud.

_She's incredible,_ Peter mused, but just nodded in response.

"She's just a little shaken up," Harry continued.

_Understandably so, but not the way you think._ Peter remembered to look relieved by this revelation, because he wasn't supposed to have known anything about any of this.

Harry interpreted the silence as discomfort, and he certainly understood where that discomfort was coming from. "Uh...listen, Pete...about today..." Harry struggled for words, then finally decided to just spit out the truth. "I'm sorry. I should have told you about us sooner. But I think you should know, I'm crazy about her."

_Yeah, but from what I saw, she's not so crazy about you,_ Peter debated saying aloud, but just sighed instead. He knew Harry was crazy for MJ. He'd been crazy for her since the first time he saw her. But he'd never made a move on her...not while she was with Flash. But the second the door had opened, Harry had pounced, his friendship with Peter be damned. Peter wasn't sure what to say in response.

"I don't know what to say," Harry responded, as if reading his mind. "You just never made a move."

That bit of candor brought Peter back to reality. If he'd been paying attention to anything outside of his selfish desires during those first weeks after the bite that changed his life, he'd have seen the opening and used it himself. He couldn't blame Harry for taking advantage of the head start life had offered him. "You're right," he finally answered. "I didn't."

Harry sighed. "I think I'm going to go turn in."

Peter was relieved that Harry was turning in early; if Peter had to go out again, he'd less likely be noticed with Harry up in his own room. "I think I'm going to stay up for a while."

Harry nodded. But the events of the day were so overwhelming he had to ask someone about them. "What was that thing?"

"I don't know," Peter said, the memories of the encounter as fresh as the bruises on his body. "But whatever it is, someone has to stop it."

* * *

At least Peter had memories. Norman Osborn didn't.

It had all started after the board meeting. Norman, devastated by the humiliation he'd suffered at the hands of the board, had come home and basically drank himself into oblivion. As he'd fallen deeper and deeper into the well of his drunken abyss, his mind had cried out for justice, for vengeance. He was stronger than they were, his mind had tried to tell him; he was stronger than anyone. But he didn't want to listen. He didn't want to do anything. He just wanted to forget.

And he had.

When Norman woke up this morning, he discovered he'd lost almost two days worth of time. He had absolutely no memory from the time he'd finished his second bottle of Maker's Mark bourbon to the time when his butler had delivered the morning coffee and the selection of newspapers a day and a half later. But what he saw on the headline of every paper told him that maybe he was better off not remembering anything. The World Unity Festival had been attacked, the Empire Grand hotel was severely damaged, several OsCorp board members were dead.

And, _The Daily Bugle_ proclaimed, Spider-Man and something called The Green Goblin had wreaked all this havoc together in something the headlines called "Times Scare".

Something about the picture on the _Bugle_'s front page--of Spider-Man about to deliver a blow to the chin of the masked whatever-it-was--made Norman's hair stand on end. Why did it bother him? He knew Jameson specialized in the salatious and extreme, but even Jameson wouldn't go so far as to make up a photo like this. He felt chilled by that photo. He looked for the credits, but there were none. _Probably some would-be-freelancer spectator,_ he decided. But that picture wouldn't let him go. It seemed to be trying to stir some reaction in him.

Right now, that reaction was to drink more, as he went down to his study and poured himself another scotch with his trembling hands. He took a swig, trying to calm his jangling nerves.

An evil, mocking cackle echoed through the study.

Norman almost choked on his scotch. "Who's there?" he shouted.

The laugh answered him again.

Norman looked all around. "Is somebody here?"

_Somebody?_

He was going mad. He knew it, he was going mad. "Who are you?"

_Don't play the innocent with me. You've known all along._

This was insane, Norman decided. "Where are you?"

_Follow the cold shiver running down your spine._

Norman slowly turned around, toward the dark walls that felt as if they were closing in on him. But all he could see was his collection of tribal war masks...Indian medicine man masks...African death masks...

_I'm right here!_

Norman whipped around at the sound of the voice. Then he stared. "I don't understand..."

His own reflection in the floor-to-ceiling mirror of his study looked back at him. But its expression was leering, and its eyes were narrowed as it stalked toward him. _Did you think it was coincidence? So many good things happening all at once, all for you...Norman?_

Norman watched the reflection take a drink and throw the crystal rocks glass aside. Only then did he realize he'd done that himself. "What do you want?"

_To say what you won't. To do what you can't. To remove certain...obstacles in our path._ The reflection held up the _Bugle_, turned to a story inside its pages.

Norman looked at the paper in his own hands, turned to that very story. He read the headline. "The OsCorp board members...murdered?" He felt his blood run cold. "You killed them!"

**_We_**_ killed them!_

Norman looked up at the mirror and realized he was almost close enough now to reach out and touch the man in it. Was he reliving Alice through the looking glass? "We?"

_Don't you remember? Our little..."accident" in the lab?_

A memory he thought he'd lost--or maybe had deliberately forgotten--suddenly came into focus. "The performance enhancers...?"

_Bingo._ The reflection gestured over himself. _Me--your greatest creation. Bringing you what you've always wanted...power. Real power, beyond your wildest dreams. And it's only the beginning._

Norman was aghast. He couldn't be responsible for this madness. Yes, he despised weakness, and especially weak and sniveling cowards like Mendel Stromm. Yes, he had no time for pleasing stockholders or forming strategic alliances with companies that wanted nothing more than to destroy him. But this? He was a scientist, not a slaughterer. He was a businessman, not a butcher. He didn't have this in him...did he?

The reflection looked at the newspaper again. _There's only one who could stop us...but think if he joined us..._

As the reflection laughed menacingly, Norman found himself staring at the front page of the _Bugle_ again, at the picture of...

* * *

"Spider-Man and The Green Goblin," J.J. proudly proclaimed, tossing his copy of the paper onto his desk in front of his star photographer. "'Green Goblin'. You like that, Parker? Came up with it myself."

No, Peter most certainly did _not_ like it, and had marched into J.J.'s office bright and early that morning with every intention of telling him so. The worst part was the photo J.J. had picked for his latest attempt to reduce Spider-Man to nothing more than a common criminal. It was the shot that Peter's camera had captured of Spider-Man ready to deliver a roundhouse right to the Goblin, only to have the Goblin catch his fist in mid-air. It almost looked like the two men were exchanging high-fives or fist bumps like old pals or fellow gang members. And that was the last straw for Peter, who would be damned if he was going to participate in the smearing of his own reputation one moment longer. He'd have resigned if he were actually on the payroll. Since he wasn't, he had every intention of telling J.J. where he could shove his rag of a newspaper and even offer to do it for him.

That had been his intention, anyway. But J.J. hadn't stopped gloating about his latest triumphant storyline since Peter had walked into his office, and Peter couldn't get a word in edgewise. He had half a mind to spin a web gag over J.J.'s mouth just to get him to shut up for once, but couldn't bring himself to do it. Why was standing up for himself so much easier under the mask?

J.J., meanwhile, was so pleased with himself that he'd puffed through half of the massive Dominican cigar he'd been lighting when Peter came into the room. "'Green Goblin'. These clowns all gotta have a name." He picked up his phone and hit an intercom button. "Hoffman!" he bellowed.

Ted Hoffman popped his head in the door. "Yes, sir?"

J.J. looked at his phone oddly, realizing the little bootlicker must have been right outside the door, probably schmoozing his secretary, as usual. He shrugged and hung up the phone. "Call the patent office and tell them to put a copyright on the name 'Green Goblin'. I want a quarter every time somebody says it." He leaned back in his chair and puffed his cigar triumphantly.

"How about 'Green Meanie'?" Hoffman, ever looking for the great advertising hook, offered instead.

J.J. pointedly gestured for Hoffman to shut up and go do as he'd been told.

Hoffman retreated quickly.

"Mr. Jameson," Peter said, trying to work up the courage his alter ego had in abundance, "Spider-Man wasn't attacking the city--he was trying to save it!" He gestured at the newspaper. "_That_ is slander!"

"It is not!" J.J. snapped. "I resent that!"

Peter was momentarily taken aback. He'd actually gotten a rise out of J.J. That was a first.

But his triumph was short-lived. "Slander is spoken," J.J. continued. "In print, it's libel."

Peter seethed. "You don't trust anybody," he accused. "That's your problem."

J.J. thought about it for a moment. "I trust my barber."

Peter just looked at J.J.'s squared-off crew cut, with its chocolate brown top and snow white temples, and the brush mustache that blended the two colors into a thick caterpillar mess. _Now _**_there's_**_ a misplaced trust._

J.J. took one last puff on his cigar, then tossed it out the open window behind him. "Anyway, what are you, his lawyer or something? Get outta here."

_Gladly._ Peter got up and left the office, steamed both at J.J. for his slanderous libel and at himself for not having the guts to tell the S.O.B. off. Even at ten times the fee per roll, it wouldn't be worth it. No amount of money was worth this. There had to be a better way. Besides, something about listening to J.J. ramble on about his alter ego's grandiose sense of entitlement was setting off his spider-sense, and Peter was getting very tired of having his nerves continuously jangled by a situation that he could certainly make better by leaving it.

"He wants me to shut up?" J.J. continued, calling after the young photographer. "Let him sue me! Get rich like a normal person! That's what makes this country..."

The landing of his cigar stub on his desk did what Peter Parker's words could not. J.J. was struck silent by the return of something he'd tossed out his open window just a second ago. He picked it up and looked at it oddly.

And at that moment, the back wall of J.J.'s office was blown away.

Everyone in the _Bugle_'s newsroom ran for cover, dialing cell phones, screaming for help.

Peter stared through the smoke, mad at himself for missing the real source of the danger in J.J.'s office-the Green Goblin, now hovering on his jet glider through the remains of the back wall.

The Goblin grabbed J.J. by the throat and lifted him up out of the pile of rubble. "Jameson, you slime!" he growled. "Who's the photographer who takes the pictures of Spider-Man?"

J.J. felt his throat constricting and was sure his neck would snap at any second. But he was a newspaper man, and the cardinal sin of being a newspaper man was compromising your sources. "I don't know!" he responded in a choked voice. "His stuff comes in the mail!"

"You're lying!" The Goblin started to squeeze harder. "He's the one that can lead me to him!"

"I swear...," J.J., his voice choking off, continued.

The Goblin raised a fist to ram it through his head. "You are useless!"

"Set him down, tough guy!"

The Goblin swivelled to see Spider-Man, hanging by a line upside down from the rooftop above. He tossed J.J. aside like a rag doll. "Aha!" he greeted the man he'd really come to see. "Speak of the Devil!"

J.J. recovered his senses to see two masked maniacs in person in what was left of his office. _Parker had better be getting pictures of this,_ he thought for a second, then pointed accusingly at Spider-Man. "Spider-Man! I knew you two were working togeth-"

A web gag across J.J.'s mouth cut the last syllables off before they could escape. "Hey, kiddo," Spider-Man snapped, "shut up and let Mom and Dad talk for a minute!" God Bless America, he'd been wanting to do that for two hours now.

But the Goblin wasn't interested in talking. He thrust his fist toward his enemy, then stopped just short of the man's face as he depressed a button on the arm of his armor and a noxious gas began shooting out of a hose atop one of his gauntlets. "Sleep, little spider," he hissed.

One whiff of the gas, and Spider-Man felt his grip loosen on the web line. He tried to hang on, but his body wouldn't obey his mind's commands. He felt himself go limp and fall toward the street.

The last thing he heard was the roaring of the Goblin's jet engines before the world went black.

* * *

_Wake up, little spider..._

Spider-Man wasn't sure if he was dreaming or not. All he knew was the world was cold and dark and foggy, his head was full of cloudy smoke, and his body weighed a ton. His back was killing him, and the cold brick exhaust chimney he'd been propped up against wasn't helping matters. He couldn't move. He could barely see. But what he could see, he didn't like. The Goblin was hovering over him triumphantly. _I'm dead,_ he realized.

"No, you're not dead," the Goblin continued, as if he'd heard him thinking. Or maybe it was just obvious from Spider-Man's slumped posture and slow, painful writhing as he tried to overcome the effects of the whatever-it-was the Goblin had drugged him with. "Yet. Just paralyzed. Temporarily." The Goblin stepped off his board and looked at the young man at his feet. The nerve gas he'd been hit with would have killed a normal man, but somehow the arachno-human was managing to not only survive it, but even revive from it. When the Goblin had caught his body just a few stories above the street, he'd collapsed impossibly loosely in the Goblin's arms. The Goblin was fascinated by his incredibly loose and flexible joints and the dense muscular structure that was clearly several factors stronger than it should be for a man his size. For a brief moment, the Goblin wondered what kind of performance enhancers his foe had been exposed to in order to create such an odd synthesis of abilities. "You're an amazing creature, Spider-Man." The yellow shields over the Goblin's eyes raised, and Spider-Man could barely make out green-hazel eyes framed by crow's feet and wrinkles. "You and I are not so different."

"I'm not like you," Spider-Man retorted. "You're a murderer."

_Such a naive child,_ the Goblin mused. The words were tough and angry, but the sleepy-sounding voice was absent its self-assured bravado the Goblin had heard just hours ago. This was the voice of a mere boy, a young man probably not much out of his teens. "Well, there is that," he agreed. "I chose my path. You chose the way of the hero. And they found you amusing...for a while." He leaned in close to his young opponent. "But the only thing the public loves more than a hero is to watch a hero fail. Fall. Die trying. In spite of all you've done for them...no matter how hard you try...eventually, they will hate you. Despise you. Revile you. Why bother?"

_Why bother?_ Spider-Man had lost track of the number of times he'd asked himself that question on a variety of topics. But there was only one reason he bothered, and he had to keep remembering that. He could never afford to forget it. Too much was at stake. "Because it's right."

The Goblin smacked the back of Spider-Man's head, but not violently. He instead did it like a rough father would do to a headstrong son, a semi-playful smack to get his attention. "Here's the _real_ truth," the Goblin said in a casual tone more suited to two guys throwing back beers at a bar than a supervillain and a superhero in the midst of a rooftop confrontation. He reclined against the vent stack next to his counterpart. "There are eight million people in this mess of a city. And those teeming masses exist for one purpose--to lift the truly exceptional people in the world onto their shoulders." He smacked Spider-Man's shoulder. "You. Me. We're exceptional."

Spider-Man wanted to smack the Goblin back, but not playfully. He tried to curl his fingers to shoot a web, but his muscles just wouldn't obey. He could barely turn his face away from the Goblin.

The Goblin grabbed his chin and turned his head back toward him. "I could squash you like a bug right now," he reminded the paralyzed warrior. "But I'm offering you a choice. Think of all we could do together. All we could achieve. All we could create." He pushed the boy away. "Or all we could destroy! Cause the deaths of countless innocents, as we selfishly battle again and again and again until we're both dead! Is _that_ what you want?"

Spider-Man tried to move--he finally had feeling in his arms again, but his hands still wouldn't cooperate. If he could just get his legs to respond, he could strike back.

The Goblin hopped onto his board, and those yellow reflective shields dropped back over his eyes to give his face a monstrous glower. "Think it over, hero!" he snarled, then roared away, leaving Spider-Man writhing helplessly.

* * *

Spider-Man spent much of the rest of that late October night on that rooftop, unable to move. He was nauseous, feverish, chilled to the marrow in Manhattan's first cold snap of the fall, and every muscle in his body screamed in pain. The gas didn't wear off until nearly sunrise, and he'd barely managed to gather up enough strength for short web swings to take him home, stopping every few blocks to either throw up violently or collapse with exhaustion. It had taken him over an hour to make it back to the loft, but he'd never been so happy to see the balcony to his room in his whole life. He did a brief mental debate as to whether he should go back to the _Bugle_ and fetch his clothes, then decided that the last thing he wanted was to go back there today after what had happened yesterday. As he fell into his bed and passed out from the whole ordeal, he wasn't sure he even wanted to think about what kind of headline J.J. would come up with this time.

He was right.

The front page of the _Bugle_ screamed about "Spider-Man, Green Goblin Attack Bugle Editor", and the story inside essentially called for Spider-Man's head on a platter. And over the next few days, J.J. kept fanning the flames, calling for Spider-Man's arrest on charges of obstruction of justice, aiding and abetting, wanton destruction of property, and a few others J.J. made up as he went along.

And as Peter returned home from retrieving his clothes from the _Bugle_ two days later--and overhearing a tirade from J.J. about that no-good such-and-such Parker who somehow had managed to miss taking pictures of the biggest news story of the year that was unfolding right before him in J.J.'s office-he saw one of his self-portraits plastered on the front of the _Bugle_ with the word "Wanted" in 72-point type across the top of the page. _In spite of all you've done for them...no matter how hard you try...eventually, they will hate you,_ the Goblin had told him. _Why bother?_

Why bother indeed? Peter's very soul ached at that question. No matter what he did, he was always doing the wrong thing in someone's eyes. The life mission he'd begun as penance for doing the wrong thing was now in and of itself the wrong thing. God help him, but he was actually beginning to think that in his own twisted way, the Goblin had told him the truth that night. He'd been completely at the Goblin's mercy, and for some reason, the Goblin had let him live. He had no idea why the beast hadn't just unmasked him and gotten the whole thing over with. Maybe he had and was just waiting for an opportunity to use that against him later. Maybe this whole thing was part of some wide-ranging conspiracy to destroy his alter ego's life first, then expose his real identity and ruin the other side by association. Or maybe Peter was just going insane.

He trudged away from the newsstand in frustration, wishing and hoping and praying that someone somewhere in this city actually gave a damn about him. More than ever, he really needed to see a friendly face. In the midst of these teeming masses of eight million people, surely someone somewhere had to care about him. He needed to believe that.

Otherwise, there really wasn't any point to doing any of this any longer.

* * *

MJ was starting to believe that there really wasn't any point to doing any of this any longer.

Yet another audition, yet another rejection. In just over four months since she'd left home, MJ had not managed to land one real acting job. The latest miss was this one, a daytime drama who had put out a call for a fresh-faced red-headed ingenue. Perfect for her, because that's what she was. She thought for sure she'd nailed the audition. Then the casting director told her point-blank that she wasn't even going to say the usual "very nice, honey, thanks" because in her view, it was the most inept acting performance she'd ever seen and she thought MJ needed to give up acting altogether and maybe go to trade school and learn to do nails instead. At the very least, the woman said, she needed to bone up on her acting skills before she wasted any more casting directors' time. Hurt and angry and annoyed because something in the back of her head told her the woman was actually doing her a favor, MJ threw away the rejection slip and huddled her coat around her as she headed out into the cold, damp night.

"Hey, MJ!" a familiar voice called from behind.

She turned around to see someone she hadn't seen in what felt like ages. _Oh, my God, how did he know I absolutely needed to see a friendly face right now?_ "Hi!" she beamed.

Peter beamed back. It was so good to see her again. She looked just like the angel he'd always told Aunt May she was. And he really needed an angel right about now. "How was the audition?"

She was flabbergasted. "How did you know?"

"The hotline. Your mom told my aunt, who told me."

She looked at him oddly for a moment, somewhat suspicious of his motives. They were a long way from the lower east side Manhattan loft Harry and Peter shared. "And you came all the way down here?"

He shrugged, trying to act casual. "I was in the neighborhood and needed to see a friendly face."

She gave him that look again.

"I took two buses and a cab to get in the neighborhood," Peter confessed.

They both laughed.

She smiled a smile of amazement. They'd managed to connect again on a level she couldn't believe he understood. Somehow, he knew just what she needed to feel good about herself. That was special. She wished Harry understood something about ways of making people feel good other than by showering them with material things.

"So, how did it go?" he asked, genuinely curious.

She rolled her eyes. She wanted to make up a story about how they'd liked her, she was just waiting on a callback, but her brush with death a week ago convinced her that life was too short to lie about things like that any more. "They said I needed acting lessons."

Peter looked askance. No way. Her? What a terrible thing to say to someone like her...

She saw the earnest expression on his face and it made her laugh. "A soap opera said I needed acting lessons. Can you believe it?"

Peter laughed too, mostly because she was at least smiling about the incident and that made him smile. It was so good to see her face. "Let me buy you a cheeseburger," he offered. "The sky's the limit...up to $7.84."

She laughed again. At least Peter was spending his own money, not Norman Osborn's allowance like Harry did. "I'd like a cheeseburger." Then something popped into her head, and she groaned. "But I'm going out to dinner with Harry," she remembered belatedly. _Of all the nights to have a date,_ she sighed internally, _why this one? I don't really want to go out with Harry...he kind of talked me into it..._"Come with us," she offered.

"Oh, no," Peter responded quickly. The last thing he needed was a reminder that she was still Harry's girl, that he would never be able to offer her the stability and possessions Harry could. But he was curious--after what he'd seen on the balcony, why were they even still dating? "How's that going--you and Harry?"

She hesitated.

_Jeez, Peter, could you have asked a worse question?_ he berated himself. _What, did you forget you're not safely behind your mask? There's no way she'll ever answer that question directly, and she shouldn't have to._ "I'm sorry," he said suddenly. "That's none of my business."

"It isn't?" she asked. "Then why so interested?"

He'd been nailed, and he knew it. She was mad at him now. "I'm not," he lied.

She gave him a look that said she knew he was lying. "You're not?"

He wanted to know the truth. No, he _needed_ to know the truth. He needed to know if he could ever be more than just another friendly face to her. But this wasn't the time to ask, and he knew it. "No, of course not. I mean, why would I be?"

She gave him a coy look. "I don't know, Peter. Why would you be?"

She was hinting at him. Hinting that if he asked the _right_ questions, he might find out more about how she really felt. But he'd made enough of a mess for one day, and couldn't find the words to ask what he really wanted to know. "I...I don't know," he finally said aloud.

She sighed. She wanted to tell him more. She was dying to talk to someone about what was happening in her life. But her boyfriend's roommate wasn't the right person to bare her soul to...not right now, anyway. "Sorry you won't come with us."

The two of them looked at each other for a long moment, as if considering how best to proceed given the nearly-transparent veils they'd shown each other that they were both just dying to drop.

Rain began to fall, breaking the tension. They both laughed slightly. "Gotta run," she said, then gave him her best ingenue smile and a wink. "See ya 'round, tiger."

It was the first genuinely affectionate thing she'd ever said or done to his face. Maybe there was hope. He watched her walk around the corner...

...and his spider-sense focused his attention on the two street thugs who had turned and started after her.

Peter raced for a nearby alley.

* * *

The rain was pouring down in sheets now. MJ was late now, really late, and she was a mess. She needed to hurry and get home to change before going out with Harry...

...and then she noticed two men coming up to cut her path off. She started to turn around.

Two other men were now behind her. Their leering expressions told her all she needed to know about their intentions.

She took off running.

They took off after her.

And on the rooftops above, Peter Parker was running alongside them, dropping pieces of clothing as he went.

* * *

The four men closed on her and chased her down a small alley, cornering her by an old, rundown hotel. They surrounded her, snarling and growling like wild dogs, smooching at her to come and give them some.

MJ fought back as best she could. She kicked one, elbowed another, smacked a third with her purse.

The fourth one, though, produced a knife and grabbed her. He held the knife to her throat while his buddies gathered around. One ripped her coat off, another took her purse, a third was reaching for her wet and clingy dress...

...then suddenly, all four of them were jerked away.

MJ looked up to see Spider-Man, perched high atop a lamp post, hauling in the four thugs on four rope-like web lines. Was it her imagination, though, or did he look different somehow?

He sprang down to the street and took the legs out from underneath one of the men, who crashed to the pavement.

The one with the knife slashed at him. Spider-Man kicked the knife out of his hands and punched him in the jaw.

Two of them tried to jump him from behind. He cracked both of them in the head with uppercuts to the chin, then turned around and flung them through the windows of the hotel where they'd attacked MJ.

A third one was thrown at the wall and landed in a heap next to his compatriots.

Spider-Man hoisted the fourth into the air as if he were pressing a barbell...and then saw MJ staring intently at him. Belatedly, he realized why--he hadn't had time to pull his mask on when the thug pulled a knife on her. It hadn't mattered in the heat of the action, but now that she actually had time to look at him...

He dropped the man and began to back away.

It took MJ a second to realize why he was retreating. He wasn't masked. She could barely make out the reflection of a far-off street lamp on rain-slicked black hair. But she still couldn't see his face. She tried to hurry over to him, to let him know it was all right, to promise him she wouldn't tell anyone who he was. "Wait!" she called.

But he slipped into an alley instead.

She went in behind him, but he was gone. _Dammit._ She sighed and stepped back out again.

"You have a knack for getting into trouble."

She whipped around to see Spider-Man--now masked--hanging upside down on a web line. They were eye to upside down eye. Or rather, eye to upside-down chin. She giggled at the whole notion. "And you have a knack for saving my life," she returned. "I think I have a superhero stalker."

"I was in the neighborhood."

Funny, he was the second person who'd used that excuse tonight. She didn't buy it from him any more than she had from Peter. Not that she was going to argue about it. Seeing that friendly mask was almost as good as seeing a friendly face. It was a masked face she'd wanted to see again for a week now. "You are...amazing," she finally said, trying to work up the courage to tell him how she really felt.

"Some people don't think so."

She could hear the bitterness in his tone. She'd read the stories. She knew what people were calling him. She didn't care. She knew what he'd _really_ done. "But you are."

Spider-Man's words now sounded grateful. "Nice to have a fan."

"Do I get to say thank you this time?"

He didn't respond.

MJ reached forward to touch him.

"Wait," he whispered.

For a moment, she hesitated. Then she reached forward again.

Her fingers rested lightly on his chest. Then they slid down his neck...and felt a seam at his adam's apple. She slipped her fingers underneath it.

Spider-Man hung perfectly still. Part of him wanted to run. The other part of him wanted her to pull that cursed mask off his face so that they could finally be open about their feelings for each other.

She gently rolled the mask over his chin, exposing his mouth. Then she stopped.

Then she took his head in her hands and planted a kiss square on his exposed lips.

Oh, God, he was dreaming. This had to be a dream. But dreams had never tasted so good. He allowed himself to kiss her even more deeply.

The kiss moved from a kiss of gratitude to a kiss of passion. It was dark, it was cold, it was pouring rain, and neither of them cared. They generated enough power to light up Broadway and enough heat to drive a steam engine. They kept going for God-only-knew how long, barely remembering to breathe every so often to keep from passing out and losing lip contact.

Then she backed away and once more slipped her fingers underneath the edges of the mask.

If she wanted to rip it off right then and there, he was not going to stop her. He ached for more. He'd finally tasted forbidden fruit, and now he was addicted. There would never be enough of anything else in life to satisfy him ever again.

She hesitated for a moment, as if trying to decide whether she wanted to pull the mask off. Then, realizing that it might be too much too soon, she eased it back over his chin and rearranged it back into position around his neck. She rested her forehead against his chin, a kind of hug to reassure him that she did indeed want more, but now was not the time.

He understood. Then, he gave his web line a tug and shot straight upward.

MJ bounced like a giddy schoolgirl as he swung away. He was amazing. He was incredible. No, he was more than incredible. He was...

She burst out laughing. She didn't have words for what he was, or what she was feeling right now. All she knew was that she was in love. Madly, passionately in love. And she'd never even seen his face. But she knew it was mutual. At least, she prayed it was mutual. But how could it not be? That kiss...oh, my God, that kiss...

She danced gleefully in the rain, exulting in the heady emotions running through her. He'd saved her life, in more ways than one. He'd given her a reason to keep going. Someone in this world actually loved her. What an incredible feeling.

* * *

Mary Jane Watson had saved Peter Parker's life that night.

One minute, Peter was lamenting about how complicated his life had become, about how fast the city he fought for had turned their collective backs on him, about not being able to express himself to the woman he loved, and wondering if he should maybe just walk away from the whole thing and give up life as Peter Parker, life as Spider-Man, or--somehow--both lives. The next minute, he and MJ were lip-locked in a soul-bonding kiss that neither ever wanted to end. Just the knowledge that the woman he loved more than life itself actually gave a damn whether he lived or died had given him a reason to keep going. It didn't matter that she thought she was kissing Spider-Man; she had kissed Peter Parker's lips, and he was madly, passionately in love. Or lust. Or whatever. There would be plenty of time to straighten out the sides of their odd two-person triangle later. For Mary Jane Watson, Peter Parker would do almost anything. And just knowing that she felt the same way about at least one part of him was enough to bring the whole man out of his shell-shocked hiding place and back into the real world.

He'd returned to the _Bugle_ the next day. Robbie Robertson had actually been worried about him and had debated going to Peter's apartment to find out what was wrong. Peter spun a yarn about having a hideous case of the flu, and the two men held an air-clearing session, where Peter expressed a great desire to do something other than hunt for Spider-Man all day and Robbie promised to do what he could to get Peter different assignments.

Next up was to repair his broken friendship with Harry. Amazing what a little knowledge of someone's deeper feelings could do, and Peter put on his best magnanimous act for Harry, knowing that he simply needed to let MJ sort through her own feelings and figure out how best to handle ending it with Harry. The best part was Harry bought it hook, line, and sinker. They'd even spent a couple of nights studying together, like back in high school. Good thing, too, because Harry was on the verge of flunking freshman biology, and both of them knew Norman would not take that well.

But the clearest sign that he'd finally gotten his head together again was that he was once more slinging down the streets as the friendly neighborhood Spider-Man. He knew he was wanted by the police, he knew he was a big red-and-blue target for the Goblin, but God Bless America, it felt good to be helping people again. He hadn't realized how much he'd missed it. Nor how much people missed him. For a city that supposedly was demanding his arrest, people he'd rescued or helped were anxious to see him, grateful for his presence, cheering his every move.

Finally, his life was starting to get back to normal. Or whatever passed for normal for an eighteen-year-old college freshman with mutant arachnoid abilities who was being chased by the police, a rabid newspaper publisher, and a performance-enhanced madman with a fetish for green metallic armor.

* * *

Thanksgiving. A traditional time for family togetherness. For giving thanks for the gifts of life. For celebrating good times.

But a fire on Thanksgiving destroys those good times. Especially one that burns an entire apartment building full of middle-class city dwellers out of house and home.

So it was with the three-alarm blaze now burning out of control in a west side brownstone. A third fire company arrived to assist the other two, who were calling frantically for help. The fire was burning out of control, clearly started by something incindiery, and there were still people trapped inside. Backdrafts were on the verge of forming on several floors, and smoke was pouring from the roof.

"Get everyone out of there," a field commander ordered. "The roof's about to go. Find everybody you can and get them out here now!"

A woman just home from work saw smoke pouring out of her unit and screamed. She ran for the steps.

Firemen caught her and held her back. "You can't go in there," one of them told her. "The roof's about to collapse."

"My baby's in there!" she screamed, struggling to get free.

"You can't go in there!" the fireman stated firmly. "The whole building's gone up. The roof's about to collapse. We're doing the best we can."

"No! No!" The woman struggled harder, crying out for her baby.

"It's Spider-Man!" someone shouted, pointing off in the distance.

Like a moth to a flame, Spider-Man had honed in on the burning building, swinging toward it to see if there was anything he could do.

"Save my baby!" the distraught mother cried out.

_Ask and ye shall receive,_ Spider-Man thought wryly. He snagged a web on the burning building's wall and swung straight into a second-story window.

Seconds passed. Very long seconds. The firemen and onlookers watched the window anxiously. The mother wrung her hands, about to fall apart at any moment.

Smoke poured from the window. Then a backdraft caught and burst a ball of flame through it.

The mother screamed in agony.

A second backdraft caught, and a second fireball burst through it...along with Spider-Man, tucked into a tight ball. He unrolled himself and caught a light pole with a web line, allowing him to make a soft touchdown on the ground next to the mother. "Your baby's fine," he told her, handing her a blanket-wrapped bundle.

She unwrapped the blanket--and found a reddened but otherwise unharmed baby boy crying for his mama. "God bless you, Spider-Man," she sobbed, cradling her baby close to her chest. "God bless you..."

"Hold it right there!" a policeman shouted, and several officers came running toward the crowd of onlookers.

_Oh, brother._ Here it was Thanksgiving, he was due for a big dinner Harry was throwing for both the Parkers and the Osborns any minute now, and he was about to be arrested. Just the way he'd always wanted to spend the holiday.

"You're under arrest," the lead policeman told him, reaching for his cuffs.

Suddenly, a bloodcurdling scream came from the building. "Oh, my God," one of the onlookers realized, "there's somebody still in there!"

The scream got louder, a scream of sheer terror.

Spider-Man looked up at the building, then back at the cops. "I'm going," he told them.

The police officer looked up at the burning building as well. He didn't want to arrest Spider-Man--like a lot of officers, he agreed secretly with the wall-crawler's vigilante tactics and wished he was free to do them himself. "I'll be here when you get back," he said firmly.

"I'm not coming back, Chief," Spider-Man clarified.

The police officer pointed at the top floor window. "Just go!"

Spider-Man shot a web at an adjacent building, gave it a tug, and bounced upward. As his body rose above the top floor of the burning brownstone, he shot a pair of webs into the overhang of the building, then swung on them through the window and into the inferno.

The room was completely engulfed in flame. Parts of the ceiling were caving in. It looked like Hell. It felt worse. "Where are you?" Spider-Man shouted.

The scream came from off to his left. He looked through the burned out walls.

An elderly woman, trembling and moaning and hunched over and covered in a blanket, stood what would be two apartments over from him.

"Stay where you are! I'm coming to get you!" He pushed his way through burning wall studs and fallen debris, moving toward the wailing woman. He'd been in a lot of dangerous spots before, but this was more dangerous than any of them. There was nothing for him to cling to, no way to move fast, and his spider-sense was in full sensory overload. This was a bad situation...

...that was about to get a whole lot worse. Because when he reached for the woman's blanket, she flung it off...

...and the Goblin tried to put his fist through Spider-Man's chest.

Spider-Man went flying through what was left of the interior walls, slamming against the brick side wall.

"You're pathetically predictable," the Goblin sneered. "Like a moth to a flame."

Spider-Man shook off the blow and realized in horror that the Goblin must have purposely set this fire...to get his attention? Why? For what?

"What about my proposal?" the Goblin answered his unspoken question. "Are you in...or are you out?"

This was insane. Completely insane. "You're the one who's out, Gobby-out of your mind!"

"Wrong answer!" The Goblin flung a pumpkin bomb toward him.

The bomb exploded in mid-air...and broke into a dozen or more pieces of flying shrapnel, whirligigs with razors on their blades, all swarming toward Spider-Man, slicing through anything in their path.

Even with his spider-sense tracking them all, they were coming in awfully fast. "Oh, great," Spider-Man observed aloud.

Then he jumped into the air. And bent. And contorted. And flipped. And twisted. And did everything but tie himself into a knot trying to escape the whirling razors. The entire motion sequence moved in impossible slowness to his hyperalert brain, but it maybe took a second or two in real time.

Plenty of time for a new threat to step into his perimeter as the Goblin sent a left hook into his jaw.

The two men exchanged and blocked punches, while Spider-Man all the while tried to dodge the razors as they circled back for another pass. The things were as persistent as their creator, which didn't please Spider-Man one bit. He flipped into the air to avoid one and delivered a hard kick to the Goblin's head to knock him aside temporarily in the process.

The razors kept swarming around Spider-Man, who was still dodging them frantically and looking for alternatives. Webbing them wouldn't do any good; they were slicing right through electrical lines and wooden timbers as if they were mere thread and paper. He timed one with his eyes and knocked it away with a roundhouse right into its metal body.

The razor crashed to the ground. He threw a left hook into another one.

And as his left arm was extended, one razor whirlygig caught him from behind and slashed a six-inch gash atop his forearm.

Spider-Man grabbed his arm. The pain was unreal. He wouldn't be a bit surprised if the damn things had been poison-tipped or something...

...then he spotted the one heading straight for his throat. He bent backwards a full 90 degrees, and the blade barely cleared his body as it whizzed through.

No sooner did the blade clear when his spider-sense sounded another warning. He straightened up and blocked a clubbing blow from the Goblin, then knocked him back once more.

The Goblin stumbled away.

Spider-Man shot a web into him and yanked him back toward him hard, then planted a karate kick square into the Goblin's breastplate.

This time it was the Goblin who went flying through walls.

A gas line exploded between them, and they were momentarily separated by a massive fireball.

When the flames cleared, the Goblin realized Spider-Man was long gone. He roared with anger. "No one says no to me!" he howled to the raging inferno.

* * *

An hour later, the raging inferno inside Norman Osborn still hadn't cooled down. The rational side of Norman had barely managed to prevail over the more primitive Goblin to convince him that he _had_ to go to dinner over at Harry's, he'd promised, it would look suspicious if he didn't. But as he rode the elevator to the 9th floor loft, the Goblin's anger was still boiling, wishing he could hurry up and get this nonsense over with. He had work to do.

* * *

Harry was scrambling around the loft, feeling like there was still a ton of work to do to get the place in shape for his father. "MJ, will you quit goofing around!" he called, hurriedly picking up a pile of newspapers and shoving them onto a shelf.

MJ paused from sniffing the luscious aroma of fresh-out-of-the-oven marshmallow-topped sweet potato casserole and laughed at her boyfriend, who was as jumpy as a long-tailed cat in a room full of rocking chairs. "Relax," she giggled.

* * *

_Relax,_ Norman tried to tell the Goblin as the elevator reached the 9th floor. _Calm down. Get it under control._ He flung open the cage door of the converted freight elevator and stepped up to the apartment door. _Ready?_

* * *

"Ready?" May Parker said as the door buzzer sounded.

MJ rushed to the table to put the casserole on a hot pad, then she and Harry scurried to stand together like the perfect couple Harry wanted to present to Norman.

"You look great," he whispered to MJ. She was wearing that gorgeous black sweater dress, though she'd added some small white blotchy buttons to it that he thought looked like she'd been combing through cobwebs.

"Thanks," she whispered, straightening her hair. Belatedly, she pulled off her apron and tossed it aside, then put on her best how-do-you-do smile.

May put the turkey she'd just removed from the oven atop the stove, dried her hands on a dishtowel, then opened the door.

Norman smiled brightly as he stepped inside. "Aunt May," he greeted her warmly, giving the virtual mother of his virtual son a light hug. "Sorry I'm late. Work was murder." He handed her a bright red box with a gold ribbon atop it. "Here--I brought a fruitcake."

May accepted the box with a smile. "Oh, thank you, Mr. Osborn. It's so good of you to join us." Poor man--he looked exhausted. He was pale, sweaty, and looked frazzled. She never knew life as a billionaire businessman could be so hard.

Harry was more worried about his father's reaction to MJ than his physical state, though even Harry had to admit Norman looked like he was sick or something. Or maybe he'd been on an all-day booze binge and had only managed to drag himself here because Simpkins reminded him he'd made the appointment. But at least he'd come.

Norman pulled his coat off and handed it to Harry. "And who is this lovely young lady?" he asked, giving MJ a quick appraisal and--at least momentarily--liking what he saw.

May quickly hurried over to take the coat out of Harry's hands to free him to make appropriate introductions.

Harry nervously gestured between the two people at his side. "Dad, this is Mary Jane Watson. MJ, this is my father, Norman Osborn."

"Nice to meet you." Norman exuded charm as he extended his right hand. "I've been looking forward to this for a long time."

MJ turned on all settings to "full charm" as she accepted the handshake in the best ladylike fashion she could remember from her many stage productions. "Happy Thanksgiving, sir."

Norman looked her over again. Nice face...decent figure...dress was cheap, though...so were the shoes...even the perfume was probably drugstore variety...and what were those little things on her shoulder, cobwebs?

MJ kept smiling. But she felt as if she were being dissected. His eyes were just burning through her...peeling back the surface veneer she had carefully applied to make herself presentable. It was unnerving. She felt chilled. But still, she kept smiling.

May seemed oblivious to the intrigue. Maybe because she was busy keeping up her own veneer of presentability, carefully putting the turkey on a platter, wishing her own family were here to surround her with love the way Harry's was. "Now," she said, "where is Peter? He'd better not have forgotten those cranberries..."

* * *

At that moment, Peter was lucky he even remembered where he lived.

The heat and smoke of the fire had combined to nicely sear his lungs, and every breath was a physical struggle. Worse than that, though, was the burning pain in his left arm. He counted himself lucky--in a bizarre way--that the razor had slashed open the top of his forearm and not the bottom of it; if it had sliced his spinneret, he had no idea how or even if it would ever heal properly. At least in this state, he could still shoot a web with his bad arm. But he couldn't hold up his weight with it; to change sides of the street, he was slinging the web with his left hand and catching it with his right, throwing off his balance and his rhythm and making the journey back to the loft slow and awkward. He also counted himself lucky that he'd started his day's journey from his own balcony; at least now, he had only to land, clean up, change, then get back downstairs and arrive semi-fashionably late for dinner and all would be fine.

The loft balcony was just ahead. He let go of the line and reached out for the landing.

But the timing was off, and he had to stretch further than he expected...and landed much harder than normal.

* * *

Four sets of eyes looked upward at the sound of a thud coming from Peter's bedroom. "That's funny," Harry observed. "I didn't know he was here."

MJ suddenly felt nervous. She'd actually accepted Harry's invitation to dinner at least partially as an excuse to get to see Peter again, maybe talk to him, maybe take a step closer to dropping those veils they kept tantalizing each other with. But now that he was here, she suddenly became aware that this might not have been such a good idea, that it might be more difficult than she realized to keep her feelings hidden.

Norman looked at her nervous reaction curiously.

And MJ felt as if yet another layer of her facade was peeling away.

* * *

Peter took a moment to regain his balance on the precarious landing he'd barely managed to catch--right hand on the exterior window frame, both feet on the balcony railing--then hopped down onto the balcony itself and again nearly lost his balance. Good God, he was exhausted. He stepped into the bedroom, peeled off Spider-Man's mask, and took a deep breath to calm his nerves.

* * *

The second thud sounded like someone had fallen. May was concerned. "Peter?" she called, starting up the stairs.

* * *

Peter's spider-sense screamed out a warning. And that warning sounded like four pairs of feet ascending the stairs and both Harry and Aunt May calling out his name. He felt a second of relief that the door to his bedroom was closed, but only a second. He was unmasked, hurt, exhausted, and about to be discovered. This was not going to be pretty.

* * *

May noticed Peter's bedroom door was closed, meaning it was probably a mess. This wasn't going to be pretty. But she swore she'd heard Peter falling, and exposing her nephew's bad housekeeping habits was a distant second to seeing if he was all right. "Peter?" she called as she opened the door. Then, she looked around. "How strange. There's no one here."

* * *

Well, there _was_ someone there, but he was trying very hard to make people believe he wasn't.

Peter had never been more thankful for the loft bedroom's higher-than-normal ceilings in his whole life. With no time to even pull the mask back on, Peter leapt from the floor to the ceiling near the door, rotated so he was facing downward and could see what was going on, and pressed his entire body as flat against the ceiling as possible, looking--if anyone had chosen to look up, which Peter was now praying as hard and fast and silently as he could pray that they would not--very spider-like in his posture. His spider-sense was still screaming, but the cause of the alarm was very visible and very obvious--first Aunt May, then Norman Osborn were now in his room, the tops of their heads less than four feet below where he was hiding. And MJ and Harry were right in the doorway. All anyone had to do was look up, and he was one squashed spider.

His left arm throbbed from the pressure he was channeling down his muscles to his fingertips. Then it felt sticky and moist. Peter cut his eyes over to it.

The wound had begun to bleed again. And a drop of blood was finding the lowest hanging point of the cut and forming there.

Aunt May sighed and started to leave.

Norman, however, kept looking around oddly, as if he were looking for something out of place.

Peter wanted to reach to cover his left arm, but couldn't; Norman was literally right below him, and any motion would attract his attention. But if he didn't do something, that drop of blood was going to fall right on top of Norman's head, and the jig would be up for sure.

"Bit of a slob, isn't he?" Norman remarked, looking disdainfully at the disorganized state of Peter's bedroom.

"All brilliant men are," May countered, which Peter thought was a pretty decent thing for her to say considering that when he'd lived at home, he would have sworn that the first thought that ran through her head daily was _Peter, clean your room!_

Norman gave a half-agreeable grunt.

May and the others headed back downstairs.

Norman turned to go with them.

Just in time, too; the blood drop on Peter's arm had finally become too heavy for the surface tension of the liquid pooling around it to hold it in place, and it fell straight to the floor...

...and missed Norman by less than six inches as it landed with a barely audible "splat".

* * *

Norman had been almost to the door when he'd heard it...the faintest "splat" of liquid hitting hardwood floor. He turned around.

There was a drop of coagulating red liquid on the floor, right where he'd been standing a second earlier. He crossed over to it, crouched down, and gave it a sniff. _Blood,_ he realized. _Fresh blood._ He looked up at the ceiling.

There was nothing there.

The Goblin's eyes narrowed. Blood does not just drop from plaster ceilings; there had been someone up there. And the only human he knew who could hide against a ceiling like that was a human spider. Now to find it and squash it. He hurried to the balcony and looked all around.

No web trail. The little arachno-human was long gone. He reminded himself to check out why Spider-Man would have ducked into this particular open balcony later, then turned around and left to join the others.

* * *

Peter's spider-sense trailed off as the immediate threat to his survival left his bedroom. The leap from the ceiling over the balcony and a fingertip catch and mid-air contortion to swing back to the underside to wedge himself underneath the thin ledge had been a 100% reflex move; he'd never moved so fast in his life. His brain was traveling at a million miles an hour, and every thought led to one question: How in the world did Norman hear that drop of blood? Peter's own hearing, hyped up by danger-heightened hyperfast nerve impulses, had barely picked it up at all, but Norman heard it as if he had bat's ears. This was unnerving. He couldn't even be sure it was safe to move even now, but he had no choice; he couldn't hang out there forever, especially not in his current unmasked state, and his blood sugar levels were dropping as his spider regeneration began to kick in. He had to get inside, clean his wound, get dressed, and sneak back out again.

Oh, yeah, and get cranberries, too. Otherwise, Aunt May probably wouldn't even let him in the door.

* * *

The loft's front door opened, and a somewhat breathless Peter came through it and greeted everyone with a bright smile. "Hi, everybody!"

"Peter!" four voices returned nearly simultaneously, each with a different level of warmth.

Aunt May came over and kissed her nephew's cheek.

Peter gave her a hug. "Sorry I'm late," he said, holding up a can of cranberry jelly sauce. "I had to practically beat an old lady with a stick to get these cranberries."

Aunt May gave his shoulder a playful swat and took the can of cranberries.

Peter took off his coat and tossed it aside, exchanging warm handshakes with everyone, and the makeshift family moved to the dining room table, now colorfully decorated for a traditional Thanksgiving feast.

Norman took the traditional father's seat at the head of the table.

Harry and MJ sat together on Norman's left.

Peter took the seat directly across from MJ on Norman's right. Almost immediately, he noticed the little buttons on her dress. Spider webs. He searched for her gaze, trying to figure out if this was a subtle message to him...or just a decorative touch inspired by her latest encounter with her knight in red-and-blue neoprene.

Peter and MJ exchanged glances that ran the gamut from "good to see you again" to "maybe we should talk later" to "maybe this wasn't such a good idea after all".

Harry looked to MJ, then to Peter. Were they making eyes at each other? Peter had better not be indulging in his schoolboy obsession with MJ, not today, not in front of his father...

Norman watched the three young people looking at each other with great interest. The girl especially looked as if she were not sure which of the young men she should be making eyes at. Just like Harry to pick a flighty girl who wasn't really interested in him but was only using him for whatever she could get out of him. Hopefully Peter was a little smarter and could see what this girl was really like.

May brought the turkey and carving set to the table and placed them in front of Norman. "Now," she said, "now that we're all here, we can say grace."

Norman wasn't interested in prayers of any kind. Prayers were for the weak. He was more interested in the luscious smell of that great candy-topped sweet potato casserole on his left. He snuck a finger into the edge of the dish to scoop out a quick taste of browned marshmallow.

May slapped his hand. _Honestly, some people's manners...no wonder Harry behaves appallingly..._

Norman's eyes narrowed. How dare she? No one treated him this way, not even Peter's beloved Aunt May...

Peter felt his spider-sense tingle. _What in the world...? Danger? _**_Here?_**__

May cleared her throat and gestured with her eyes for Norman to carve the turkey and behave himself. "Norman...will you do the honors?"

Norman licked the sweet potato residue from his fingers--and even managed to make that innocuous act look menacing. Then, he picked up the carving set and began to sweep the knife across the grinding stone several times to sharpen it. He liked sharp knives, after all.

May smiled. Like all men, Norman just needed a little prodding occasionally. She gave a friendly smile to Peter...then noticed something was wrong. "Why, Peter," she said, immediately concerned, "you're bleeding!"

Peter looked at his left sleeve. Well, that would explain the danger impulse. His arm had either started bleeding again or hadn't stopped all the way in the first place and stained the sleeve of his shirt. He thought fast. "Oh, yeah. I got clipped by one of those bicycle messengers and tripped off a curb. It's nothing, really."

But May was already over to him, unbuttoning his shirt sleeve. And everyone was staring.

And his spider-sense started going off again. The sleeve buttons were just fractions of an inch from his spinneret--one false move and the most visible sign of his mutation would be exposed for all to see. He turned the bottom of his forearm flat to the table's surface. "Really, Aunt May, I'm fine..."

May finally succeeded in rolling up Peter's sleeve and gasped at the size of the wound. Six inches long, easily, and still seeping blood. "Oh, dear!" She looked around. "Where's your first aid kit?"

Harry gestured at the top of the refrigerator, then stood up to take a look at the wound himself. "Ouch, man," he said. "That's gotta hurt."

Even MJ was wincing in empathy as she stared across the table at it. "Ooh..."

"Let me get that cleaned up," May said, trying not to panic. "Then we're going to say grace. This is the boys' first Thanksgiving in this apartment, and we are going to do things properly..."

But it was Norman who had the most alarmed reaction. _That cut...that long, bleeding cut..._"How...did you say that happened?" he asked, feeling as if the most nightmarish insanity in his brain was beginning to overwhelm what was left of his calm sanity.

Peter was feeling very exposed, and his spider-sense's warnings were accelerating. "Bike messenger..." Why was Norman staring at him like that? Was his fear that obvious? "...knocked me down..."

May returned to the table and took hold of Peter's arm to dress the wound.

And at that moment, Peter's spider-sense hit DefCon 5. He splayed his left fingers onto the table to force his spinneret flat against the surface and prevent Aunt May from lifting his arm any further as he looked around at every face. There was immediate danger here; no one was safe. But danger from what? Who? Where? Why?

Norman's eyes widened as May tried to clean the wound. _That cut...that long, bleeding cut...that long, bleeding cut that the razorbats left on Spider-Man's arm...that long, bleeding cut that left blood on Peter's floor...Spider-Man's blood on Peter Parker's floor...Spider-Man's cut on Peter Parker's arm...no...no, it can't be..._

The sound of the knife and grinding stone being dropped onto the dishes made everyone jump. Norman had leapt to his feet.

Peter would have leapt to his, but he had to keep his hand flat and keep his arm protected. Why was Norman looking at him like that? No, why was he looking at _everyone_ like that? Norman looked as if he was seeing everyone in a new and not very pleasant light. The look in his eyes...it was a look of madness...

"I...I have to leave..." Norman pushed back his chair and staggered into the living room.

"Dad?" Harry said. "What's wrong?"

Norman pulled on his coat. He was a little steadier on his feet, but no less edgy in his behavior. "Something...has just come to my attention."

"Norman?" May said, concerned. "What's wrong?"

"I'm sorry, Mrs. Parker...everyone...enjoy the fruitcake." With that, he raced out the door.

_Well, we can't enjoy the fruitcake,_ Peter's wiseacre alter ego wanted to retort. _He just left._ But Peter still felt immediate danger, and he could not figure out where it was coming from. For all he knew, the Goblin was hovering right outside the window, ready to pounce on them all like he had on Jameson just a few weeks ago.

Harry ran out the door after his father. "Dad, wait!" he called as the door closed.

MJ looked at Peter, her eyes asking _What was _**_that_**_ all about?_

Peter didn't know. And he didn't like not knowing.

* * *

"Dad!" Harry grabbed his father's arm as he stepped toward the elevator. "What's going on? I planned all this so you could meet MJ--now you're leaving?"

Norman looked back at his son. The anger in his eyes was chilling. "I have to go." He pulled open the elevator cage door, and it clanged loudly into its open position, startling everyone.

"Dad!" Harry kept trying to get his father to acknowledge him. Bad enough that he was being constantly cast aside because of some shortcoming, but he'd finally done one thing his father could appreciate--land the best looking girl on the planet--and still he was being scorned. "This girl is important to me," he begged.

Norman rolled his eyes. "Harry...look at her. You think a girl like that is sniffing around because she likes your personality?"

* * *

MJ felt her heart sink as the very loud conversations from the echoing hallway filtered into the loft. She'd been exposed as the lower class trash her father always said she was.

Peter felt his heart sink. God Bless America, he should have known why his danger alarms were going off so strongly. There was a threat, all right, but he'd completely misidentified it. His first use of his spider-sense had been to protect MJ from a fall in the cafeteria. But he couldn't protect MJ from this. All he could do was listen to the abuse...and watch the damage being inflicted.

* * *

Harry felt his heart sink. "What are you saying?"

Norman's expression was a pitying sneer. "Your mother was beautiful, too. They're all beautiful. Until they start snarling after your trust fund like a pack of ravening wolves." He stepped into the elevator.

"You're wrong about her," Harry said, but he knew his tone wasn't convincing. He'd felt her pulling further and further away recently, too...remembered her raving about how incredible Spider-Man was...refusing to kiss him on the balcony...

Norman's eyes turned mean and his tone turned cynical. "A word to the not-so-wise about your so-called girlfriend. Do what you need to with her, then broom her fast." He slammed the elevator cage door shut.

* * *

That slam punctuated the harsh words and echoed like a gunshot in the loft. MJ just wanted to crawl under a rock and never come back out again.

It was literally taking everything Peter had in him not to leap out of his seat and go beat the stuffing out of Norman Osborn on general principle, and if Aunt May weren't still bandaging his arm, he probably would have. How dare he say those things? How dare anyone speak about MJ that way...Mary Jane Watson, the most beautiful, most precious, most special woman on the planet...worse, how could Harry let his father do this?

And at that moment, as if they were thinking in tandem, MJ suddenly looked angry. Not about what she'd heard...but what she _hadn't_.

Harry wandered back into the loft, looking shell-shocked.

MJ tossed her napkin aside. "Thanks for standing up for me," she snapped, her words dripping with icy sarcasm and raging hot anger.

Harry watched the other person he'd especially wanted to spend Thanksgiving with pointedly putting on their coat to leave. It took a second for him to figure out why she'd be acting this way. "You heard all that?"

MJ was on the verge of tears. "Everyone heard that creep!" She started for the door.

Now Harry was the one angry at something he'd heard. "'That creep' is my father, all right?" he said, his voice rising with every word. "And if I'm lucky, I'll one day become _half_ the man he is! So just keep your mouth shut about things you don't understand!"

"Harry Osborn!" May snapped, thoroughly embarrassed for MJ and horrified at the behavior of a boy she'd once thought of as a brother to Peter.

MJ turned back to the loving face of the woman who'd always treated her so well...and her nephew who'd treated her even better. "I'm very sorry, Aunt May," she said, her voice breaking. She tried to say the same to Peter, but couldn't, because the pain in her heart was written all over his face. She hurriedly opened the loft door and left before she broke down.

Peter finally felt his spider-sense calm down as the immediate threat passed. But what it left behind was heartache so deep and painful that he wondered if anything would ever truly be all right again.

* * *

_Spider-Man is all but invincible. But Parker? We can destroy him!_

So the Goblin had been telling Norman for over an hour now. And Norman was trying his damnedest not to listen...but failing miserably. "I can't!" he wailed aloud for what felt like the thousandth time, staring into the roaring fire burning in his study's massive fireplace, practically banging his head against the mantle. How could he do such a thing? Peter was like a son to him. He felt closer to Peter than to his own son, that miserable malcontent who like everyone else was only after his money, not his love. He loved Peter. He'd treated him with kindness, with friendship, with love...

...and the boy had spat in his face.

That reality was slowly dawning on Norman. Yes, he'd always treated Peter well, but more times than not, his offers of assistance or support or fatherly advice had been rebuffed--graciously rebuffed, but rebuffed nonetheless. And all that time, Peter Parker had been committing the ultimate betrayal...hiding behind the mask of Spider-Man to ruin Norman's quest for power.

_Betrayal must not be countenanced!_

And Norman finally agreed with his inner voice. Yes. Betrayal must not be countenanced.

_Parker must be educated._

Norman turned around to face the Goblin's mask, resting on one of the outstretched wings of his wingback armchair. "What do I do?" he asked, feeling weak, arms pitched wide in a defeated posture.

_Instruct him in the ways of loss and pain. Make him suffer. Make him wish he were dead._

Norman sank to his knees, as if falling prostrate before a great deity. "Yes?"

_And then...grant his wish._

Norman crawled toward the armchair. "How?"

_The cunning warrior attacks neither body nor mind._

Norman didn't want cryptic advice, he wanted real answers. "Tell me how!" he demanded.

_The heart, Osborn! First...we attack his heart..._

* * *

May Parker hadn't felt such heartbreak in one night since Ben's death.

The whole evening was a disaster. No one had eaten any turkey, though to make her feel better, Peter did fix a plate for her to take home and for himself to take up to his room as he worked on his homework and rested his aching arm. That cut had been terrible, poor thing. She didn't believe his story about some bicycle messenger any more than anyone else did; he'd probably been mugged and barely escaped with his life, but hadn't wanted to worry her. But worse than the pain in his arm was the pain in his heart, and she knew it. She so wanted to put her arms around Peter and tell him it was all right for his heart to ache for the way Mary Jane had been treated, because that meant he really loved her...to put her arms around Mary Jane to tell her that she truly was loved...and then to put both of their arms around each other and make them both finally say what was obvious to the rest of the world, that they loved each other dearly and were meant for each other. She was furious at Norman Osborn for ruining everyone's holiday, just as furious at Harry for not standing up to him, and heartsick that once more she'd come home to an empty house without the comforting arms of her beloved Ben to hold her and tell her that everything was going to be all right.

But May knew there was a reason for everything that happened in life. She had to believe that. If she didn't, she'd go insane.

So she put her plate away in the refrigerator, went upstairs to her bedroom, brushed out and braided her long white hair, climbed into her flannel nightgown, gently set her picture of Ben face up on the bed, and knelt at the side of the bed to pray. She and Ben had done this every night of their lives together, and having his picture beside her made it feel as if they were still together, still going about their daily lives, still doing everything they always did.

She crossed herself, then began the prayer Christ had taught his disciples. "Our Father, who art in Heaven, Hallowed be Thy Name. Thy Kingdom come, Thy Will be done on Earth as it is in Heaven. Give us this day our daily bread, and forgive us our trespasses as we forgive those who trespass against us. Lead us not into temptation, but deliver us..."

...and at that moment, the front of her bedroom was blown away.

The explosion shot through the room, throwing everything into chaos, slamming glass and wood and plaster into May as she in turn was thrown against the bed. She cried out in pain, trying to turn over to see what had happened.

And as she turned over, she saw a demon hovering outside her room...a green, metallic demon, with horrible yellow eyes glowing and glowering over her.

"Deliver us!" she cried out, writhing in pain, desperately hoping and praying this was just a nightmare.

The demon creature hovered closer. "Finish it!" the raspy voice shouted.

She began to scream.

"Finish it!" the demon demanded again, pointing his finger at her in command.

And in the depths of her fear, May finished her prayer. "...from evil!" she sobbed.

The demon laughed heartily, an evil cackle that made May's blood run ice cold.

* * *

Peter's blood ran ice cold when he got the news.

He'd been up in his room, repairing his costume and enjoying a very nice turkey dinner and trying to let his spider regeneration finish healing the cut on his arm when the phone rang. It was MJ's mother, telling a horrifying story. An explosion had literally blown off the front wall of the Parker home. When the fire department and paramedics arrived, they'd found a wounded and utterly incoherent May Parker lying on the floor of what was left of her bedroom screaming in hysterics. She couldn't tell them what had happened, or how, or if she even knew her own name. Peter had web-swung his way all the way to Queens Medical Center, pushing past the pain in his arm, not caring if he was seen, and was now racing through the ER, following the sounds of Aunt May's frightened moans and cries to a treatment room.

But if the news had chilled him, the sight of his beloved aunt froze him to the marrow. May was thrashing about, scraped, bruised, burned, eyes wide with terror, screaming in fear and agony while doctors and nurses tried to restrain her and get sedatives in her to calm her. "What happened?" Peter demanded.

"Sir, you're going to have to leave," a nurse began.

Peter wasn't hearing any of it. "What happened?" he demanded again.

"We don't know. She's not stable right now. You're going to have to wait outside..."

"Those eyes!" May cried out, her voice breaking. "Those horrible yellow eyes..."

Peter felt his body go numb as his mind processed her words. He didn't fight the nurses now pushing him out of the room, because the absolute horror of what her words meant had completely paralyzed him.

As the treatment room door closed, Peter collapsed against the outer wall, eyes wide with terror. An image flashed into his memory of the night he spent on the rooftop, paralyzed by toxic nerve gas, as a green-skinned, yellow-eyed goblin stared down at him in triumph...a goblin who had likely unmasked him as part of that triumph...

"He knows who I am," he whispered aloud, as if to force himself to comprehend the unthinkable.

* * *

Hours later, the cold, harsh reality of the brutal attack was still unthinkable. Peter had barely had enough presence of mind to rush back to the loft to make sure Harry was all right, because if the Goblin truly did know who he was, no one he knew was safe, especially not the person he shared an apartment with. He'd had a moment of panic at the fact that the loft was empty, but what was left of his rational brain reminded him that Harry had two people in his life he had to make amends to and was probably out with at least one of them. He'd done one last survey of the loft to make sure there were no special pumpkins lying around, then gathered up his costume and stuffed it into his backpack and made his way back to Queens to what was left of his childhood house.

At first he thought it was a miracle Aunt May had survived. Her bedroom was virtually gone, blown apart by God-only-knows what kind of pumpkin bomb the Goblin had thrown at it. There were burns and scorches everywhere, shards of glass embedded in walls, plaster dust and wood sticks covering the bed and floor. But then he realized that, with the degree of destruction the Goblin had unleashed at Times Square and the ease at which he'd vaporized the OsCorp board of directors, a little two-bedroom aluminum-sided house in Forest Hills and a small elderly woman should have been no problem to just blow off the map. No, this was terrorism, pure and simple, an act designed to frighten Peter Parker into inaction by showing that the Goblin could get to anyone close to him, anytime, anywhere.

And he had to admit, it had pretty much worked.

He'd fetched a few of Aunt May's personal things--her glasses, her rosary, the book on her nightstand, a fresh nightgown, and the family portrait he'd rescued from the rubble--and brought them back to the hospital just in time for the doctors to tell him that she was stable and sedated and they would be moving her into a room for the night. He gave them her fresh nightgown--the one Uncle Ben gave her for her last birthday, he remembered--and waited for them to make her comfortable, then pulled a chair up to her bedside and took up vigil.

Time truly lost all meaning. It could have been days or weeks that he'd been sitting there, though it had really been only a few hours, but having almost lost her and knowing that he still very well could lose her, he'd stayed by her side and refused to leave no matter what. He held her battered and bruised right hand, delicate and frail, in his own scarred-but-strong right hand, wanting to cling to her with every ounce of his strength yet terrified that he would break her because she looked so fragile. He smoothed her blanket and looked to the picture he'd placed by her bed.

Christmas of last year, he remembered. That was when they'd sat for this portrait. Aunt May, so dignified and matronly...Uncle Ben, a rock of fatherly strength and stability...and the skinny little geek kid with thick glasses and round face and goofy smile who stood next to them. Peter hardly recognized himself in that picture. The photograph was less than a year old, and as recently as six months ago he'd still looked just like that...but the deep scar from the spider bite on the back of his right hand reminded him how much life had changed. And not for the better. For all the time and energy and work he'd put into making the world a safer place, his own life and his own family were no safer. All the pain and heartache that Aunt May had been through over the past six months...it was all his fault. All of it.

"I'm sorry," he whispered to his aunt in a voice choked with emotion.

* * *

Peter probably would have stayed stuck in that well of self-pity and terror if MJ hadn't stopped by the next morning with a bundle of flowers and a gentle smile. She truly was an angel, Peter thought; after all she'd been through the day before, the fact that she was even out in public surprised him, much less that she'd come all the way back to Queens to visit Aunt May. But God Bless America, it was good to see her.

MJ was almost afraid to approach the bed, the woman in it looked so frail and fragile. "Is she going to be all right?" she asked.

"She'll be fine," Peter replied, trying to reassure himself and MJ at the same time. "She's been asleep all morning. Thanks for coming."

She gave him a look that wondered why in the world he ever thought she wouldn't have come. "Oh, of course."

He looked at her for a moment, trying to restrain himself from making the wrong move when she was clearly at a vulnerable point in her life. "What about you? Are you O.K.? I mean, after yesterday..."

"I'm fine," she reassured. "I just felt terrible about leaving Aunt May like that..." Her voice trailed off.

Peter once more saw the tantalizing veil she was dangling before him. But he was determined to leave it in place until she was ready to lower it herself. "Have you talked to Harry?"

"He called. I haven't called him back." She sighed as she made her way over to the windows, looking as if she were completely uncertain what to do or say. Finally, she turned back to him. "Truth be told...I think I'm in love with someone else."

"Really?" Peter asked, way too quickly, but he couldn't stop himself. This was the best news he'd had in...well, forever.

She looked uncertain. "At least, I _think_ I am." Then she looked embarrassed. "This probably isn't the right time to talk about this..."

"No, go on," he encouraged, again feeling his heart racing ahead of his brain. "Would I know him--this guy? Would I know his name?"

She was giggling and blushing. "You'll think I'm some stupid little girl with a crush."

_That's O.K., because that's a feeling I'm well acquainted with._ "Trust me."

She struggled with the words. She was just so completely, madly in love with him that her verbal skills were overwhelmed. "It's just..." She sighed. "He's saved my life twice, and I've never even seen his face."

"Oh. Him." Peter struggled not to laugh. She'd just dropped her veil, and underneath it was red-and-blue neoprene. Of course that was who she'd fallen for. After all, it was Spider-Man who'd swept her off her feet and carried her on a wild ride through the city. It was Spider-Man with whom she'd shared a soul-bonding kiss in the rain that his lips could still taste. Of all the weird things that had happened in his dual life, this topped them all. This just took the cake. And all he could do was laugh about it, because it made no sense to cry.

MJ noticed. "You're laughing at me!" she said, swatting his shoulder and dropping into a chair.

"No, I'm not," he said, even as the chuckle escaped through his voice. He sat down across from her, just nodding and smiling. "I understand." The irony of it all just kept coming back to him. Uninhibited Spider-Man had once again accomplished something shy nerd Peter Parker could not. "I mean, he _is _extremely cool."

She was so relieved to finally be talking to somebody about this. She knew she was babbling, but she couldn't help it. "But do you think it's true, all the terrible things the papers are saying about him?"

"No," he said firmly. It was, after all, the one thing he could be absolutely sure of. "Not Spider-Man. Not a chance in the world." He decided to play it cool. "I know him a little. I'm kind of his unofficial photographer."

MJ got an awestruck look on her face that looked as if he'd just said he was a rock star's unofficial photographer. "Has he ever mentioned me?"

"Oh, yeah," he said with a wry smile. It was true--her name was on his mind at least a few dozen times a day in the conversations he carried on with himself while combing the city in search of people to save.

Her eyes widened. "Well? What did he say?"

"Um..." What would he say, anyway? "He...he asked if I knew you and I said, yeah. And so he asked what I thought about you. And I said..." He struggled to find the words, and tried to make them come out by having a conversation with himself in his mental mirror. "'Spider-Man', I said, 'the great thing about MJ is that when you're looking in her eyes...and she's looking back in yours...everything feels...not quite normal. You feel stronger and weaker...all at the same time. You feel excited...and terrified...'" He looked into her eyes, no longer conversing with Spider-Man at all. "The truth is, you don't know what you feel...except you know what kind of man you want to be. It's as if you've reached the unreachable...and you weren't ready for it."

MJ's eyes misted over with tears. That was the most honest, heartfelt declaration of love she'd ever heard in her entire life. And it had nothing to do with her being a trophy, or a decoration, or a prize, or even a damsel in distress to be saved. It was solely because he valued her as a person. "You...you said that?"

Peter felt himself shaking. "Uh...something like that." Oh, God, that was dumb. He hadn't just dropped his veil, he'd ripped it to shreds and set it on fire. How completely ridiculous he sounded. Of all the inappropriate, insensitive things he could have done, to say those things to her when she was clearly vulnerable and in love with someone that for all she knew was completely and totally separate from him...

...and then his entire train of thought got knocked off track when she reached across and took his hand.

He looked in her eyes.

And she looked back in his.

And everything felt...not quite normal. He felt stronger and weaker at the same time. He felt excited and terrified. Truth was, he didn't know what he felt...except he knew what kind of man he wanted to be.

He wanted to be hers.

And she wanted to be his.

And neither noticed May smiling peacefully in bed, eyes closed, expression of bliss on her face, as if her grandest wish had come true.

Nor did they notice the door opening at first. Then, too late, they noticed someone had stepped inside.

Harry Osborn was standing in the doorway, flowers in hand, staring at them, completely crestfallen.

Peter and MJ quickly released their handhold. "Hi," Peter said casually.

But the damage had already been done, and everyone knew it.

* * *

He knew it. He just knew it.

Harry knew in retrospect there was no reason to be surprised by what he'd seen when he'd opened the door to Aunt May's hospital room. He'd wandered the streets for hours on Thanksgiving night, finally deciding to spend the night at Osborn House because if he had to deal with anyone who was disappointed in him, he'd rather deal with the devil he knew. But his father hadn't been home, so he'd spent the night with a bottle of scotch from his father's bar--he'd hardly miss it, with as much booze as was there--and gotten completely trashed. He hadn't staggered back to the loft until late the next morning, so of course he hadn't gotten Peter's message on the answering machine about Aunt May, with some babbling incoherency about being careful about stepping out onto balconies added in, until very late the next morning, but he'd rushed out for flowers and hurried to the hospital to see if his best friend was all right.

Well, his best friend was apparently just fine, because he was holding hands with Harry's girl and they were making eyes at each other like they meant it.

The rest of the visit had passed as a blur. Lots of small talk...everyone decidedly uncomfortable...even Aunt May couldn't wake up and look anyone in the eye. Not that Harry blamed Peter for what had clearly happened; it wasn't Peter's fault that he'd developed this mad schoolboy crush on the girl next door at the age of six and never seemed to mature out of it. No, Harry blamed MJ. She'd used Harry, just like she used every other boy she'd ever dated. She was a serial user. Harry wondered what in the world she thought she was going to get out of Peter, unless she was just going to use him to get closer to that freak Spider-Man that she kept obsessing over, but the fact remained that she had clearly thrown Harry over for another man, and that man was his best friend.

Harry once more felt like a fifth wheel with a broken axle, and after more hours of wandering around wondering what he was supposed to do now, he decided that if he was going to feel that way, he might as well feel that way in a familiar setting, so he headed back to Osborn House that night.

This time, his father was home. But he was shouting incoherently at the top of his lungs from somewhere in the house. "Dad?" Harry called.

Another ranting, raging scream that almost sounded like "What?"

Harry ascended the center staircase, looking up toward the source of the shout...his father's study. "Dad?"

The study door opened, and Norman came out. He looked terrible. He sounded worse. "What do you want?" he asked in a slurred snarl.

_Oh, great. He's been drinking again. Probably noticed the missing scotch. That would explain why he's really pissed right now._ "Well, you were right," Harry said, throwing his arms out in a defeated posture. "You were right about MJ. You were right about everything."

Norman looked down and sneered at Harry. _About time the boy showed some common sense..._

Harry interpreted the look as the appropriate chastisement one should get when one learns a hard life lesson that one's father had tried to teach earlier. "She's in love with Peter."

Norman's eyes widened. This was a turn of events he hadn't anticipated. "Parker?"

_Yeah, it is kind of unbelievable, isn't it?_ Harry nodded.

Norman looked genuinely interested in this news. "And how does he feel about her?"

Harry groaned as he ascended the stairs. "He's been in love with her since the fourth grade. He pretends not to be...but truth is, there's no one in the world Peter cares for more."

Norman gave Harry a look of pity. _So he betrayed you, too. How fitting._ "I'm sorry," he said aloud, his voice calm and soft. "I haven't always been there for you, have I?"

Harry blinked in disbelief. Was that regret in his father's tone? "You...you're busy," he said, not sure he knew how to respond to a show of vulnerability like this. "You're an important man..."

"That's no excuse," Norman interrupted, descending the stairs toward his son. "I'm proud of you. And I lost sight of that fact somehow."

Harry's eyes widened. This couldn't be his father. But oh, God, how he hoped it was...

"But I'm going to make it up to you," Norman continued, his eyes narrowing into determined slits and his voice dropping to a raspy whisper. "I'm going to rectify certain...iniquities."

Harry was now convinced his father was either drunk or insane. But if he was, Harry never wanted him to be sober or coherent again.

Norman took his son into a warm embrace. Such a good boy, Harry, bringing his father such useful information...a fine son, not like that ingrate he hung around with...

Harry clutched his father to him tightly, eyes brimming with tears. He'd waited all his life for a moment like this, and in his darkest hour, it had finally come. If this was a dream, he never wanted to wake up.

* * *

_Wake up, little spider..._

"Wake up, dear."

Peter jolted awake at the touch of a hand on his shoulder, realizing with frustration that he'd fallen asleep atop his textbooks by Aunt May's bedside. He was ready to spring into action with the first words he'd heard, but the ones he was now hearing brought a different kind of action--a sigh of relief.

May gently stroked the tense muscles in her nephew's shoulder. "Go home, dear. You look awful."

He'd never been so happy to hear a voice in his whole life. "And you look beautiful."

"Well, thank you. But I'm fine. Go home and get some rest."

Peter shook his head. "I don't like to leave you here." _Because I can't protect you if I'm not here._

"But I'm safe here."

Oh, how he wished that were true. "Can I do anything for you?"

"You do too much!" she protested. He looked terrible--dark circles under his eyes, worry all over his face, and his back and neck were so tense. "College, a job, all this time with me--you're not Superman, you know."

Peter couldn't help laughing.

"A smile," May said, pleased with whatever it was about that joke that had done the trick. "Haven't seen one of those on your face since Mary Jane was here."

"Hey!" Peter protested, now smiling in embarrassment. "You were supposed to be asleep!"

May patted his arm. "You know, you were just six years old when Mary Jane's family moved in next door. And when she got out of the car, you ran to get me and said, 'Aunt May! Aunt May! Is that an angel?'"

Peter put on his best golly-gee-whiz expression. He'd only heard that story a few dozen times in his life...and only thought about it a few hundred more. "Gee, Aunt May, did I really say that?"

May clearly got the sarcasm, but wasn't going to let it get in the way of a good story. "You sure did."

Peter laughed ironically. She was an angel, that was for sure. But she couldn't be _his_ angel. She still belonged to someone else, and the pain in Harry's eyes when he'd seen them together reminded him that he had indeed acted inappropriately when she'd come by earlier. "Harry's in love with her," he sighed. "She's still his girl."

May adjusted her covers and gave Peter her best gentle rebuke gaze. "Well, don't you think that's up to her?"

He'd love that to be true, but knew it couldn't, not under these circumstances, not walking into a relationship where one party had so much to hide. "She doesn't know who I really am."

"Because you won't let her!" May scolded, frustrated. "You're so mysterious all the time."

Peter nodded his head, nailed again. She was right about that. But there were reasons for that, reasons he could never tell Aunt May...reasons he could never tell anyone, really...

"Tell me," May continued, "would it be so dangerous for you to tell Mary Jane how much you care for her?"

Peter felt his heart sink. _More dangerous than you could ever know._

"Everyone else knows," May teased.

And at that moment, the full magnitude of his identity compromise hit Peter like a brick wall. _Oh, God...oh, God, no...no, he couldn't possibly know...but _**_everyone_**_ knows..._"I'll be right back," he said, practically leaping out of his chair and rushing out of the room.

May was a bit taken aback by the suddenness of Peter's move, but smiled as she remembered the days of her youth, eagerly waiting to hear Ben Parker's voice...and wishing she could hear that voice just once more.

* * *

Peter dropped coins into the pay phone, wishing and hoping and praying that the jangling of his nerves at that moment was not due to spider-sensed calamity. He needed to hear her voice, and somehow needed to warn her that she was in immediate, life-threatening danger without further exposing his already compromised identity. "Come on, come on," he muttered impatiently as the phone rang.

"Hi," MJ's voice greeted.

"MJ!" Peter said anxiously.

"I'm not here right now," her answering machine continued. "Sing your song at the beep."

Peter stamped his foot in frustration. She wasn't home. This was not good. Desperately hoping she was just screening phone calls, he barely had the patience to wait for the beep before he started talking as fast as he could. "MJ, it's Pete! Are you there? Pick up if you're there." He paused for a second to let her get to the phone, knowing that he might not have seconds to give away so easily. "Uh...I was just checking in. Give me a call when you get in, O.K.? And MJ..." How to say this without saying she had a homicidal maniac closing in on her fast and her superhero stalker was otherwise occupied? "...uh...don't go up any dark alleys, all right?"

The receiver clicked as someone picked up the phone.

"Hello?" Peter asked, relieved that she was there...

...and then all the color drained from his face as he heard the ghoulish cackling laugh of the Goblin in his ear. "Can Spider-Man come out to play?" the voice taunted in singsong tones.

In an instant, he went from horrified to absolutely enraged. "Where is she?" he demanded, his voice filled with barely-controlled fury.

* * *

MJ had no idea where she was.

All she knew was she was dizzy and cold and stiff. She could vaguely remember the odd smell in her apartment as she was getting ready for bed, and then nothing...until she woke up here. But where was here?

She staggered to her feet. The floor felt so funny--like metal mesh. It was awfully windy here, too. And...

...and very high up, she realized suddenly as she felt herself losing her balance. She windmilled her arms wildly, falling forward onto her knees. Only then did she realize she had missed falling to her death by mere inches.

Falling to her death onto the traffic deck of the Queensboro Bridge from the heights of its eastern tower.

The night was dark, but the bridge was packed, and belatedly MJ realized that it was probably still the tail end of the evening rush hour in the darkness of late November. She ran from one side of the tower to the other, completely panicked. What had happened? How had she gotten here? And how was she going to get down? And why was there now the sound of jet engines roaring up behind her?

She ducked just as the Goblin's board grazed the top of the tower and sheared off a radio antenna.

MJ looked on, horrified, as the Goblin swooped around the bridge, passing by a cable car carrying what she could vaguely identify as a school group tour leaving Roosevelt Island for Manhattan. The tram was filled with kids, a dozen or so, maybe more, and all of them were pointing at the Goblin, who was putting on a show for them as he swarmed around their car.

And was it her imagination, or did she hear singing?

* * *

"The itsy bitsy spider went up the water spout," the Goblin insanely sang as he made another pass by the bridge. "Down came the Goblin...and took the spider out..."

And with that, he armed two missiles and fired them at the cable car's gear housing on the Manhattan side of the bridge.

* * *

The explosion was horrific. The fireball blazed three stories high. Parts flew out of the gearhouse. Debris littered the bridge, sending the crush of commuting automobiles into a snarling chain reaction collision, blocking traffic in both directions. MJ could not believe her eyes.

And then she saw light glinting off a newly-spun web line on the Queens side of the bridge. And she wanted to believe her eyes so badly.

* * *

Spider-Man could not believe his eyes as he alighted atop the Port Authority building on the Queens side of the bridge and stared at the explosion that was reflecting off his mirrored eye pieces. He saw the huge gears flying out of the house, then heard the snapping of steel cables.

The tram lurched violently.

"Goblin...what have you done?" he whispered aloud.

* * *

What the Goblin had done was blow up the controls to the tram car. With its gears gone and shrapnel flying everywhere, the cable was sheared in two and the tram was now falling like a stone toward the Hudson River.

The Goblin swung his jet glider around and grabbed the cable.

And now both he and the tram were falling like a stone toward the Hudson River.

The Goblin stamped his foot down on the glider's control pedals.

The engines sputtered, then roared with power and laboriously lifted them skyward.

The Goblin cackled wickedly. The car was almost more than he could hold. That was good. Because that meant it would _definitely_ be more than anyone else could hold.

He dragged the tram upward by its cable as his board labored on.

* * *

Spider-Man shot two thick-as-rope web lines into the tops of flag poles atop the Port Authority building, then labored to pull them back, back, back, back, flexing the flag poles and creating a makeshift slingshot. There was no way to web directly over to the bridge that wouldn't leave him vulnerable to an air attack by the Goblin; he'd have to use some other way to propel him most of the distance and pray it would be enough to at least get him close.

When both the flag poles and the webbing reached their maximum tension, he took a deep breath, then leapt into the air.

The web slingshot catapulted him across the Hudson and almost to the bridge...close enough to catch a short web line and swing him into the bridge itself. Firing webs left and right and weaving his way impossibly fast through the tangled girders, he made his way to the eastern tower, swing-wrapped one line around an upper girder to propel him upward quickly, then landed atop a girder below the eastern tower and looked straight up.

And there, before him, was his worst nightmare.

The Goblin stood near the edge of the eastern tower, cackling evilly. In his left hand, he held a screaming Mary Jane Watson by the throat. In his right, he held the end of the long cable attached to the tram, held up only by leverage from another point on the tower gained when the Goblin wrapped the coiling cable around it in a 90-degree turn.

"Spider-Man!" he roared. "_This_ is why only fools are heroes! Because you never know when some lunatic will come along with a sadistic choice."

Sadistic was an understatement. Spider-Man kept looking from one side of the Goblin's outstretched arms to the other. MJ...the tram...MJ...a dozen kids, maybe more, in the tram...MJ screaming in terror...a dozen kids, maybe more, and at least one adult in the tram, all screaming in terror...

The Goblin could see his opponent's predicament and it made him feel even more powerful. But just in case the little arachno-human got any ideas about webbing him into place or otherwise trying to stop him, he upped the stakes by extending MJ out over the water. "Let die the woman you love..."

MJ screamed even louder as the wind whipped about her and the utter void below her became obvious.

The Goblin let the tram car's cable slip a little and started it rocking over the water below. "...or suffer the little children!"

The kids pounded on the window, all screaming for Spider-Man to save them.

Spider-Man was horrified. He'd always heard that even the Devil himself could quote scripture, and now he had proof. The Goblin was nothing short of pure evil personified.

"Make your choice!" the Goblin demanded. "And see how a hero is rewarded!"

Spider-Man kept trying to figure out the right choice. But there wasn't one. If he rushed the Goblin, the Goblin would drop both hostages to their deaths. If he tried to save MJ, a dozen or more lives would be on his conscience forever. If he tried to save the children, he would surely lose his beloved angel. And no matter what, he'd still lose in the end, because the Goblin would surely attack him and whoever he chose and kill them all anyway. "Don't do it, Goblin!" he shouted in futile desperation.

The Goblin could hear the desperation in Spider-Man's voice, and it made him laugh. "We are who we choose to be. Now choose!"

And with that, he released both hands.

"No!" Spider-Man screamed in anguish from the depths of his soul.

MJ screamed and flailed helplessly in the air.

The children in the tram screamed just as loudly as their tram plummeted.

The whole thing moved in impossibly slow and impossibly horrifying motion to Spider-Man's perception.

And then he made his choice.

* * *

MJ felt the muscled shoulders slam into her from behind a split second before his arm wrapped around her waist. _He chose me!_ she realized. Then she had a horrifying vision of those poor children plummeting to their deaths, and felt deeply regretful of the agonizing choice her rescuer had to make.

But Spider-Man wasn't through choosing. With impossibly fast reflexes, he switched hands to turn MJ to face him and whip-shot a web line under the bridge to swing them to the other side.

Instinctively, MJ wrapped her arms around his neck and shoulders and held tight.

That freed Spider-Man to let go of the line and zero in on the cable whipping through the air like a snake.

His right fingers brushed it, and he quickly closed his grip around it and used his left wrist to simultaneously shoot the thickest web he could spin straight up at the underside of the bridge deck.

The webbing smacked the underside.

Spider-Man tightened his grip on both lines.

The weight of the car pulled everything to a taut, sudden stop.

And there they all hung, dangling in mid-air literally by a thread.

And of all the thoughts running through MJ's mind at that moment, the one that stuck was that her hero had made the only choice he could...but his reward was that he was about to be ripped in two.

* * *

Of the all the thoughts running through Spider-Man's mind as the two lines went taut, the one that stuck was that he had finally discovered the practical limits of his spider-enhanced strength. Forty times his body weight was about 6,200 pounds. He was pretty sure that the weight of the cable car plus the cabling itself plus its dozen or so passengers was likely way over that. And it was taking every ounce of strength in his body and every bit of determination in his soul to hold that cable and not let go. He felt as if he were going to be ripped in two any second. Thank God MJ had the presence of mind to grab hold of his neck and shoulders; spiders had eight legs, but Spider-Man only had two arms, and both of them were very much occupied at the moment.

"Ahoy up there!" a voice over a megaphone shouted.

Spider-Man looked around to see a large garbage scow floating down the river toward them. "We're bringing the barge up under you!" the captain continued over the speaker.

Spider-Man breathed a slight sigh of relief. One prayer answered.

Then the sound of lines snapping under tension brought him back to the very bad reality of the situation. He looked up at the bridge.

Thin strands at the outer edges of the web glob holding his line in place were breaking under the strain.

Terrific. He'd now discovered the practical limits of his own strength _and_ his webbing in the same day, under the same really bad circumstances. He tried to contort his hand to recast the line, but couldn't get the right angle to activate his spinneret without letting go, something he could not and would not do. A macabre voice in his head remarked that if the Goblin wanted to launch an attack on him, now was about the perfect time to do it...

...and his spider-sense yanked his attention upward to the glider, which had circled around to the eastern tower to wait for its handler to hop aboard.

"He's coming back!" MJ shrieked in terror as the jet engines roared to life.

Spider-Man quickly gave the entire situation one last appraisal. The barge was coming agonizingly slowly. The web was being stretched further and more fine strands were about to break under the strain. And the Goblin was making a broad sweep around the bridge to gain momentum for what was surely going to be a massive blow...one Spider-Man could possibly survive, but MJ certainly could not. There was no choice. He had to get MJ out of the line of fire. And the only way he could do that was to put her in momentary danger, but a danger that at least he might be able to control. "Listen to me," he said in a firm tone. "I need you to climb down."

"No!" she screamed, clinging tightly to him. "I can't!"

"Yes, you can..."

"No, I can't!" She broke down sobbing.

A section of the web glob came loose and everyone dropped two feet straight down. But the rest of the strands held...for now, at least.

Spider-Man took another look at the situation to get his bearings. The Goblin was getting closer; there was no time to waste. "MJ!" he shouted, forcing his neck to turn where they could make eye contact. "You can do it! You _have_ to! Trust me!"

She looked into his mirrored eyepieces, wishing more than ever that she could see the man underneath...yet knowing that she didn't need to see him to know how he felt about her. He had made his choice, a selfless one that had put her life and everyone else's lives before his, a choice that had put him in mortal jeopardy, and the least she could do was show him that she trusted his judgment. She embraced him one last time, then clung to his body as she slid down toward the cable.

He tried to brace the cable with his arm while she moved onto it. "Go fast," he urged. "Hurry..."

She let go of his arm and held onto the cable, only to realize anew how much danger they were all in. They were so high above the water, it was so windy, and the cable was so slippery..."I can't!" she cried out, terrified to go any further.

Spider-Man looked back and saw the Goblin swooping toward him. This was going to be close. "Hold on, Mary Jane!" he yelled down to her, trying to contort his body to avoid the oncoming attack.

The Goblin's fist nailed him in the jaw with a glancing blow as he flew by, cackling madly.

Spider-Man was thankful he'd moved even slightly; had he not, he'd have been knocked out completely. But now the entire web-spider-cable-tram pendulum was swinging back and forth wildly, putting even more strain on the web anchor at the top of the chain and the shoulder and chest muscles of the joining element in the middle. More fine web fibers snapped loose, the webbing was rapidly losing elasticity, and Spider-Man was pretty sure his flexible joints had about reached their maximum tension and it was just a matter of time before they gave way as well. He barely had time to make sure MJ hadn't fallen when his spider-sense screamed for him to get out of the way again, and he again tried to contort to reduce the chance of being killed.

The glider hit him in the back this time, and the force of the blow yanked the cable from his hand.

"No!" he shouted. Then he stretched his body out as far as it would go...and barely caught the end of the cable just as it was whipping away from him.

* * *

"He's not going to make it," the barge's first mate said, worried.

"He'll make it," the captain said, gunning his engines.

* * *

The cable was sliding through Spider-Man's badly injured hand, ripping his glove and pulling at his skin's fine hooks, but he forced himself to push past the pain and tighten his grip on it.

Now the entire strand was vibrating in a harmonic frequency. He could see MJ was being whipped about violently and then saw her lose her grip on the cable...and the blow to his soul was worse than anything the Goblin could inflict. "No!" he screamed in a pain-filled, agonized voice.

* * *

MJ felt the jolt, then the whipping, then lost her grip on the cable, falling rapidly toward the water.

The railing on the cable car's roof flashed before her view. She desperately reached out for it...and was never so grateful for a hand railing in her whole life as she felt her hands close around it. She looked up to see if she could catch Spider-Man's eye--she could swear she'd heard him call her full name, something almost no one ever called her any more.

What she saw horrified her. He was dangling, almost completely limp, head lolling back on his neck as if he had no strength left to hold it up at all. The top yard or so of the cable was bloody, and she could see the rips and tears on his right glove exposing bare skin rubbed raw by friction from the cable's rough strands.

But improbably, unbelievably, he still held on to both the cable car and the web line, as if something in his soul would not allow him to let go.

Then she heard that horrible, horrible laughter and the jet engines scream by as the Goblin circled around for what would probably be the killing blow. And the only thing she could think of was that his entire herculean effort had been for nothing. And that made her extremely angry at the Goblin...and determined that she was going to live through this just to spite him, and that when she did get out of this thing alive, she was going to tell every person in her life _exactly_ how she felt about them.

* * *

The Goblin had vague memories of Norman Osborn as a child pulling the wings off flies and the legs of spiders. It was fun to watch them attempt to escape, fight to the death, hold on to life with every ounce of strength in their bodies. It had been almost as much fun to watch Spider-Man trying to be so brave in holding on to his beloved MJ and the innocents he didn't even know. How noble. How altruistic.

How utterly foolish.

With that, The Goblin decided he'd had enough of playtime. It was time to finish this once and for all. It was time to put the bug out of its misery.

He pushed a button on the sleeve of his armor, and two bayonet-like knives armed themselves on the nose of the glider. "It's time to die!" he roared gleefully, then gunned the glider's engines and flew toward the bridge.

How funny. The little spider was still trying to move out of the way. Too bad there was nowhere for him to go. The Goblin centered him in between the blades and rocketed toward him.

He was almost on top of Spider-Man, ready to slice him in two, when something struck the top of his mask hard and sent him spinning away. _What the...?_ He brought the glider to a stop and turned to look up at the bridge.

And that was when more projectiles rained down from above...debris being thrown from the bridge by the stranded motorists who'd been watching the battle unfold. "Pick on somebody your own size, creep!" they shouted down. "What the Hell's the matter with you, huh? Leave Spider-Man alone--he's trying to save a bunch of kids!" "Hey, big guy, I got something for you right here!" "I got news for you, bub-you mess with Spidey, you mess with New York!" "Yeah--you mess with one of us, you mess with all of us!"

The abuse and debris continued to pummel Goblin as the people whom the Goblin had sworn would hate and despise Spider-Man rallied to his cause.

* * *

It took Spider-Man a second to realize that he was still alive...and that his cause had been joined by hundreds of warriors, common folk all, superheroes in their own right, answering prayers he hadn't even realized he'd been praying. With renewed vigor, he tightened his grip on the tram car's cable and began to angle it toward the deck of the barge that was now coming into his view, slowly lowering it onto the landing surface just now coming underneath it.

MJ saw the deck coming toward her and raised her feet up to avoid being crushed.

The bottom of the tram touched down on a pile of garbage.

The captain pumped his fist. "Yeah!"

Spider-Man felt the cable go slack, and he finally released his hold. The sensation of only having to hold up his own body weight was so relieving that for a moment he felt completely weightless. He cast a glance down at the barge.

The kids had gotten out of the cable car and rushed to the front of the barge to wave up and shout up at Spider-Man. And standing in their midst was MJ, her expression filled with gratitude and love.

That angel's face made it all worthwhile. He'd made the right choice. And that knowledge was his reward.

Suddenly, his spider-sense kicked in just as MJ's expression turned from loving to frightened. "Spider-Man, look out!" she screamed.

Spider-Man looked up to see the Goblin once more roaring by just as a coiling cable wrapped itself around his waist and jerked him off his web line. He struggled against it, but to no avail.

The Goblin did a hard left turn over Roosevelt Island and released the cable.

Spider-Man was slung through the air and crashed through the rotting roof of Roosevelt Island's most famous landmark, an abandoned stone cathedral-like hospital for smallpox victims.

He was falling fast, unable to stop himself, and only his spider-sense kept him from being impaled by the huge knife-like shards of glass coming up fast beneath him as he blindly shot a web and managed to swing away from them. But his weakened and exhausted hands couldn't hold his grip on the web, and he fell off and hit the ground, rolling to a stop against a crumbling wall.

That was when he saw the pumpkin bomb coming in...bouncing silently on the ground in front of him before it burst into shrapnel.

He tried to turn away, but it was no use. The metal shards ripped into his right side, slicing away his costume, cutting into his body, shredding his mask, shattering his reflective eyepieces. By the time they were done, he was shocked he wasn't dead, and wondered for a macabre moment if maybe he wouldn't be better off if he was.

And that was when the explosion hit and threw him through that crumbling interior wall, tossing him fifteen feet away.

The Goblin's glider hovered down into the hulking ruin, and its pilot hopped off to gloat over his prey...not the strong and annoyingly heroic Spider-Man, but the weak, mewling orphan Peter Parker, lying in a pained heap, his face almost fully exposed and his body torn and bleeding. "Misery, misery, misery," the Goblin's raspy voice mocked. "That's what you've chosen for yourself."

Determined to fight back, Peter pulled himself together and staggered to his feet.

The Goblin wasn't impressed. "I offered you friendship...and you spat in my face." He punched the wounded hero in the jaw.

Peter stumbled away, punch-drunk and barely conscious.

The Goblin attacked again with another punch. Then another. Then another.

But there was still fight left in Peter, and he blocked a punch and shot a web to pull himself up for a kick to the head.

The Goblin blocked the kick and sent Peter flying again with another punch.

Amazingly, Peter hit the ground, rolled backwards, and came up firing from both spinnerets, spinning a six-foot-tall classic wheel-shaped web with thick cable-like strands right across the Goblin's path as the Goblin ran toward him.

The Goblin got stuck in the sticky webbing, but soon began to tear through it.

Peter fired off a roundhouse right to the Goblin's head as he struggled in the thick web.

The Goblin got a hand up to block the blow, then connected a kick to Peter's chest.

Peter went flying and crashed against another brick half-wall. The blow would have killed a lesser man. But somehow, Peter was still conscious enough to curl his right hand for another web shot.

But the Goblin was ready for him and stomped onto his right wrist, his boot landing atop the spinneret.

The pain was excruciating. Peter crumpled into a moaning ball of agony.

"You've spun your last web, Spider-Man." The Goblin bent over to look his opponent in the eye as the eyeshades on his mask lifted so Peter would have to look into his real eyes and remember them as the last things he saw on this earthly plane. "Had you not been so selfish, your little girlfriend's death would be quick and painless."

Peter looked up at the Goblin as anger began to push past the pain.

The Goblin pulled a green metal spear out from behind his back. "But now that you've really pissed me off, I'm gonna do her nice...and...slow."

Peter's anger turned to fury. By all rights, he should have been dead. With nothing else to fight for, he would have given up long ago. The Goblin had him dead to rights and should have finished him off when he had the chance.

But in gloating over his triumph, the Goblin had made a crucial miscalculation. He had threatened MJ. And for Mary Jane Watson, Peter Parker would do anything...including fighting a madman to the death with every remaining ounce of energy in his body.

The Goblin was amused. The little spider was actually trying to look tough. How utterly ridiculous. He hit a button on the spear, and its head split into a three-pronged pitchfork. "MJ and me--we're gonna have a Hell of a time!" he cackled, then rammed the pitchfork toward Peter.

And Peter caught it in both hands and held it away from his body.

And actually fought to stand up, pressing the tines upward as he did.

And then, with an unbelievable burst of strength, he got to his feet and shoved the handle of the pitchfork into the Goblin's side.

The Goblin lost his grip on the spear and flew backwards almost twenty feet.

Peter hurled the spear aside and cast two webs onto the Goblin's feet, then yanked back on them.

The Goblin crashed to the ground.

Peter let go of both of those webs and spun two cable-like webs into the crumbling brick partial wall behind the Goblin...then pulled down on them hard.

The wall's base gave way and the entire weight of the bricks toppled onto the Goblin, burying him in hundreds of pounds of clay and cement.

But the Goblin's body was every bit as performance enhanced as Peter's was, and he dug his way out from underneath the bricks, stunned but alive.

Peter swung down on a web line, grabbed his enemy by the throat, and threw him against the exterior wall.

Now it was the Goblin's turn to crumple, and Peter Parker's turn to exact revenge. He landed on the wooden planking of what was left of the building's floor, yanked the Goblin to his feet, then punched the Goblin in the stomach. _That's for Aunt May._

Another punch dented the mask's chin. _That's for MJ._

Another punch practically knocked the mask off. _That one's for me._

Then another punch nearly decapitated the green demon and knocked him to his knees. _That one's for me, too. And maybe another one for good measure..._

The Goblin collapsed against the window frame as Peter's fist cocked back for another crushing blow. "Peter!" a very familiar voice cried out, sounding terrified. "Stop! It's me!"

The Goblin's tone made Peter hesitate for a second. _What in the world...?_

The Goblin struggled to pull his mask off...and Norman Osborn's frightened expression looked up at Peter.

Peter's eyes widened. "Mr. Osborn?"

"Oh, thank God for you, Peter!" Norman sobbed. "You've got to save me..."

Peter couldn't believe his eyes. Was this some sort of trick? "You killed all those people on that balcony," he said aloud, unable to believe that even the cold-hearted ruthless S.O.B. he'd seen treat his own flesh and blood like so much refuse could possibly have done such a thing.

"The Goblin killed them! I didn't do it, it was him!" Then the raspy edge began to creep back into his voice. "Don't let him take me away again...protect me..."

Peter just stared. Was this madness? Or was Norman crazy like a fox? Then the memory of the murders Norman didn't succeed in committing brought his anger back to a simmer again. "You tried to kill Aunt May. You tried to kill Mary Jane!"

"But never you!" Norman pleaded. "I would never hurt you." He cradled his injured left arm and forced himself to sit up. "I tried to stop him...but he was too strong! But I kept trying, because somehow, I always knew that you, Peter Parker, would be the one to rescue me...and so you have, and thank God for you!" He staggered to his feet, tears rolling down his cheeks, and extended his right hand. "Give me your hand...believe in me, as I have always believed in you. I've been like a father to you. Be a son to me."

The sheer audacity of the emotional manipulation attempt brought Peter's simmering anger to boilover. He dropped his hands to his side, and his eyes were filled with naked hatred. "I have a father," he said coldly. "His name was Ben Parker."

The Goblin assumed control of Norman again as he lowered his outstretched hand and sneered. "God speed, Spider-Man," he snarled.

Peter's spider-sense hit full-scale red alert as his eyes caught a glimpse of Norman's fingers manipulating switches on the injured arm he'd been cradling...and realized that he'd been doing it all during his pleaful speech. In the back of his mind's eye, he could see the Goblin's glider directly behind him now, hovering, arming the bayonet blades.

Its thruster engines roared to life and it shot forward.

Peter leapt ten feet into the air, backflipped, and landed on the tiniest perch on a broken support column safely out of the glider's path.

Norman's eyes widened. "Oh...," he began.

The blades impaled him through his groin and rammed through the rear wall before he could finish his sentence.

Peter realized in horror that the Goblin's last attack was an attempt at a double murder-suicide, a way of destroying both his hated enemy and his hated weaker side. But he'd only succeeded in delivering the killing blow to himself.

Norman's mouth dripped blood as he gasped for breath. "Peter..." He fought to hold his head up. "Don't tell Harry..."

And with that, both the Goblin and Norman Osborn collapsed onto the glider and died.

Peter's head dropped as his soul filled with anguish. More secrets. More lies. More loved ones who could never know the truth about what really happened.

And more heartbreak for someone close to Peter...and for Peter himself.

* * *

Harry Osborn was restless. Just when his life's heartbreaks had finally seemed to come to an end, his father had told him he had "business to attend to" and had gone off and left him alone. That was hours ago, and he still wasn't back yet. The waiting was starting to get to Harry, and he'd paced the entire length of every floor in Osborn House God-only-knew how many times.

As he passed by the door to the study for what felt like the thousandth time, he noticed one of the French doors on the balcony had swung open.

_How odd._ Harry hesitated to enter his father's private sanctum, then, remembering that he had nothing more to fear from his father, he stepped inside.

And there, before him, lay his father, sprawled out on the chaise lounge, naked except for a black sheet draping his limp form.

Harry had never seen a dead body before, but in the pit of his stomach, he knew he was looking at one now. But what horrified him more was what he could see by the pale moonlight standing beside the chaise lounge. Yes, it was dark, yes, he could barely make out anything other than a silhouette and snatches of color, but those snatches of color on that silhouette added up to a man he already hated for a number of reasons and now reviled with every fiber of his being. "What have you done?" Harry demanded.

Spider-Man didn't move.

Harry hurriedly reached into the drawer of a table near the door, where his father kept a pistol handy like he did in every other room in the house just in case he was ever surprised by a burglar as he entered a room. He cocked the pistol and aimed it at the chaise lounge. "What have you done?" he shouted...

...and then realized the silhouette was gone.

Harry crossed the room and fell to his knees at his father's side as a chilling fall wind whipped up the curtains around the still-open French doors.

* * *

That same wind was blowing across the cemetery in Forest Hills two days later when Norman Osborn was laid to rest. Few true mourners had turned out for the service; many were there simply out of macabre curiosity, to see if such a giant captain of industry could truly be dead. But as they all filed away, only Harry Osborn and his makeshift family--Peter and May Parker and Mary Jane Watson--remained as the priest said his last blessing over the coffin. Harry walked over to the edge of the mourner's tent and stood silent and stoic, grief and anger filling him in equal portions.

Peter, extremely thankful that spider regeneration had cleaned up his many visible wounds so that no one would wonder what in the world had happened to him, came over to his friend. They had only spoken briefly the night Harry had called to tell him what had happened, and not at all since. Not that Peter would have had any idea what to say to him if he had called. What did one say to the son of the man who'd tried to kill Peter, his aunt, and the love of his life...the man who'd come very close to killing Harry himself in the attack on Times Square? What did one say to the son who now believed that Peter--or rather his alter-ego Spider-Man--had killed his beloved father, when the truth was that his father a murderous madman who had killed himself? "Harry...I'm so sorry," Peter finally said aloud. "I know what it's like to lose a father."

Harry didn't look at Peter. "I didn't lose him," he said coldly. "He was stolen from me." His eyes narrowed with focused anger. "And one day, Spider-Man will pay. I swear on my father's grave, Spider-Man will pay."

Peter felt chilled. With that look in his eyes and that tone of voice, Peter realized for the first time how much Harry was like his father.

Then Harry turned to his friend, and the lost look of one recently orphaned that was all too familiar to Peter was now in Harry's eyes. "Thank God for you, Peter," he said softly. "You're the only family I have."

There was nothing more for Peter to say, and he knew it. He simply drew Harry into a hug.

Harry accepted and held on to Peter as if his life depended on it for a moment, then drew back, patted his best friend on the shoulder, and walked away to the waiting black Rolls-Royce.

And Peter felt a reminder of the heavy burden that was now his and his alone...of the realization that the choice to live a normal life was no longer an option.

* * *

_No matter what I do...no matter how hard I try...the ones I love will always be the ones who pay._

So thought Peter as he stood at his uncle's grave, before the simple granite headstone that read "Ben Parker--Beloved Husband And Uncle". As if six words could ever truly describe the strength and power of a man that Peter missed dearly...the man whose last words, sage advice given to a spiteful and arrogant teen, now guided his entire life. The audacity of Norman Osborn trying to position himself as a father figure to Peter only made the loss of Uncle Ben's loving paternal guidance that much more profound. As he had so many times over the past six months, Peter wished his virtual father was still around, because now he needed his guidance more than ever.

Footsteps rustling through the leaves got Peter's attention. He looked to his left.

MJ, looking beautiful in all-black with her vibrant red hair flowing loosely in the wind, cautiously approached, smiling gently at him.

Peter took her in his arms and held her close. Another person he hadn't spoken to since the night of horror, another person that he had no idea what he could possibly say to explain everything that had happened. The raw emotions that had poured out of both of them that night had left their echoes in an embrace that both were holding onto tightly, trying to say with touch what words could not.

"You must miss him so much," MJ said softly.

"It's been so hard without him," Peter agreed, trying to hold back the pain once more in his life.

They released the embrace and looked into each other's eyes. And once more, everything felt not quite normal. He felt stronger and weaker at the same time. He felt excited and terrified. Truth was, he didn't know what he felt...

"I have to tell you something," MJ finally said.

Her words brought Peter back to the moment. Now she was looking at him as if she were excited and terrified. She was looking at him in a way that he had never dared hoped she would...and could never dare hope she would...

"When I was up there...when I thought I was going to die..." She tried to hold back her own emotions that were threatening to overwhelm the words she had struggled so hard to craft. "...there was only one person I thought of. And it wasn't the person I expected it to be." She put a hand on his shoulder. "It was you, Pete."

Peter's eyes widened. No, she didn't mean him...not really, she couldn't mean him...maybe Spider-Man, but not Peter Parker...

"I kept thinking, 'I hope I make it through this...'" She reached up and put a hand on his cheek. "'...so I can see Peter Parker's face one more time.'"

Peter felt his breath catch. His face. Not Spider-Man's face, not the face underneath the mask..._his_ face. "Really?"

She nodded and fought back the tears that were threatening to spill over. "There's only been one man who's always been there for me. Who's always loved me for who I am, who's always believed I was more than I ever thought I could be. For whom I don't have to be anyone or anything else, that it's all right, that I can be just...me. And it's O.K." She couldn't hold it back any longer. "The truth is...I love you."

Peter's heart skipped a beat. She loved him? She loved _him_? This was a dream, it had to be...

"Oh, I love you so much, Peter..." She put her other hand behind his head and pulled him into a kiss.

It was every bit as good as he remembered. Better, even, because she was kissing _him_. Him. Peter Parker. She loved _him_. And oh, God, how much he loved her. He'd spent practically his whole life waiting for this moment. It was as if he'd reached the unreachable...

...and he wasn't ready for it.

Peter pulled back out of the kiss and looked into MJ's eyes.

She looked back into his, confused. What was wrong? Wasn't this what they both wanted?

* * *

_All I wanted at that moment was to take her in my arms and tell her I loved her._

* * *

"I can't," Peter whispered.

Now MJ was really confused. "You can't...what?"

He was so close to saying it, but couldn't. "I can't...tell you everything...I mean...there's so much to tell..."

"Yes," she said, overwhelmed with how much she wanted to say to him, how many ways she wanted to tell him over and over how much she loved him. "There's so much to tell."

He was torn. He wanted to tell her the truth...but knew he never could. Because the ones he loved would always be the ones who paid. And he loved her too much to ever have her pay the price she almost paid that night on the bridge. He put a hand on her cheek and stroked it gently. "I want you to know..." He fought to hold back the emotions that were bubbling to the surface. "...that I will always be there for you. I will always be there to take care of you. I promise you that." He could feel his heart breaking. "I will always..." His voice caught, and he had to swallow the pain to force the words out. "...be your friend."

MJ couldn't believe it. How could she have read him so wrong? Her heart felt like it was falling a dozen stories, and this time there would be no superhero to dive off the highest heights and catch it. "Only a friend...Peter Parker?"

He was determined the tears rimming his eyes would not fall. "That's all I have to give."

They looked at each other for a long moment. Each could see the other's heart breaking.

And then, Peter walked away.

MJ broke down crying. She had waited too long to tell him how she felt. It was too late. Her heart ached as she realized what she had wasted, what she had just cavalierly tossed aside for far too long. Her arms ached to hold him just once more and tell him how sorry she was for how horribly she'd treated him. Her lips wanted so badly to taste his kiss just once more...

...his kiss...that kiss...that glorious upside-down kiss...

Her eyes widened and she touched her lips as her mind suddenly turned everything the right direction. She turned to watch Peter walking away, seeing him in a whole new light...back straight, shoulders broad, carriage strong and confident...and heroic.

* * *

_Whatever life holds in store for me, I will never forget these words..._

_With great power comes great responsibility._

_This is my gift...my curse._

_Who am I?_

_I'm Spider-Man._

  
  


**THE END**


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